Tarantula
by Tando
Summary: Dr. Valerie Polina is the CEO of SapphireTech, a budding provider of medical technology that's just recently been bought by Oscorp Industries. Relocating across the country to New York City, she is thrust into the mysteries and corruption that plague Oscorp. Still a teenager herself, she masks her age with an overly-adultlike persona, but can she find an outlet for her inner child?
1. Chapter 1

Author's Acknowledgement

Although I was technically conscious during the release of the Sam Raimi films, it was the _Amazing _series that I saw in theaters. While I certainly enjoy the Raimi films, and as much as my father calls the _Amazing_ series a "load of teeny-bopper trash", I personally find the series a much needed update to the Peter Parker character (although the films do still have their fare share of problems). Forgive me, but out of all of my OC characters (and I always have some), the title character of this fic is probably my biggest self-insert character to date. So if she's Suing her way to the courthouse, please don't be afraid to call me out on it. Enjoy!

Chapter 1

"Yeah! Senior year!" a voice shouts from the phone.

"I know, that's great you guys." a female replies cheerfully, as she sits down in an office chair.

"You know what senior year means?" the voice asks.

She chuckles, "I don't know, uhm...senior studies, college application, AP classes…"

The voice shrieks, "Val, that was senior year for you! Senior year is suppose to be about prom, graduation, and landing the lead role in the school play."

Valerie Polina grips her cell in her hand, speaking in-between bites of her organic salad that she muches at her desk. She looks over and see a picture of her and her friend on the other end of the line, Stephanie, in elementary school.

"I know Steph, its just, high school seems like it was years away."

"Well, maybe its because you only spent what, two years in high school?" Stephanie giggles.

"One and a half years. I transferred from middle school in the middle of the year, and by the time the year was over, I was ready to graduate. Of course I had to spend an entire year as a senior to apply for colleges and graduate properly." Valerie explains, her voice adult-like and informative.

"Rrright, hey you know what? You should come to senior prom with us! I'm sure they'll let you in."

Valerie begins to shake her head, before realizing that the gesture wouldn't communicate by cell, "No thanks Steph. It would be against the rules, and dances have never really been my thing." She looks at the clock in her office, lunch time's almost over. "Say, Steph, I gotta go. I'll talk to you later, okay?"

She hears a heavy sigh from the other end of the line, "Okay, ttyl Val."

"...excuse me?"

"Talk to you later."

She snaps into realization, "Oh, of course, talk to you later."

She hangs up, finishes the remainder of her salad, and disposes of the plastic bowl in the garbage, making sure to cover it with a lid as to not leave an odor in the office. She begins examining some papers when a man wearing a pair of Google Glass glasses walks in,

"Uhm...Dr. Polina?"

Valerie looks over at the nervous man, raising an eyebrow in expectancy, "Yes?"

The man, despite being much taller and older than Valerie, is quite intimidated by her presence, "Well...Mr. Gull wants to sp...sp..sp...speak to you. He says its...important."

She gets up from her desk, "Alright." and as she walks to the door, she places a hand on his shoulder, "And please Mr. Torger, don't act so nervous around your superiors, its not professional."

Torger, Valerie's assistant, nods furiously, adjusting himself to be standing almost staggeringly straight, "Ye...yes ma'am!"

Valerie gently pushes her door open into the rustic warehouse. Her shallow heels sound as she walks down a catwalk to the staircase. Below, a small team of ten engineers work on various projects. All of them are in their mid-twenties, and most of them are male. She approaches a tall, slender man in a casual grey t-shirt and skinny jeans, who's overseeing the rest of the team,

"Mr. Gull?" her sharp, authoritative voice rings through the entire warehouse.

The man turns around, "Valerie, just the person I've been looking for!"

"You said you had something important to tell me, Mr. Gull."

He calmly walks over to her, his hands in his pockets, "We should talk about this alone."

They walk out of the warehouse, using a small side door to the far left. Outside, its sunny, the ground consisting of gravel, and the breeze coming from the bay gave a slightly salty smell.

"So, do you want the good news or the bad news first?" he asks.

Valerie shrugs, "Indifferent to me."

"Well, how about a story? You see, you know how we had to kind of, stretch our bank account to build that prototype of the medical vitals stabilizer?"

"Yes, the "power suit", as you called it."

He nods, "Well, we're kind of in the red and...the banks aren't willing to give us anymore leeway."

"I know, but the income from our other products should cover the costs." she assures him.

"Well, that's where our story gets a little...strange, and yet, amazing. You see, one of our biggest buyers, Oscorp, approached me. I guess their fact checkers didn't realize that I'm just head designer, not the CEO."

She nods, "I understand, a lot of people make that mistake, considering that you're the one who does all the presentations and handles press. So, what did they want?"

"Well...how do I say this…" he begins.  
"Just say it," Valerie commands.

"They want to buy us out, and if we refuse they'll stop buying our product." he explains. "You know they're one of our biggest buyers, we can't afford a loss like that."

She pauses, "So, they're blackmailing us? This can't be right, they have to be bluffing, what do they want from us anyway?"

"I don't know, all I know is that they want to buy us and relocate us to Oscorp Tower."

"...in New York? Are they insane, that's on the other side of the country!"

"I know, I know, here, read the letter. I'm not sure why, but it sounds...I don't know, desperate?"he tells her, holding a folded piece of paper in his hands.

She snatches the paper from him, unfurling it,

_Dear Mr. Hayden Gull,_

_This is Norman Osborn, head of Oscorp Industries. We understand that SapphireTech is a budding company in medical technology in the famed Silicon Valley, and are interested in absorbing the company into our multinational corporation. We have plans to relocate you and your team to Oscorp Tower in New York City. There, we hope to assign your team on a very special project we have on-going at Oscorp Industries. However, if you refuse to comply with our requests, we are willing to pull all Oscorp support from your firm. We hope to be hearing from you in the future._

_Sincerely,_

_Norman Osborn and Associates_

Valerie slowly puts the letter down, and turns to him, "Mr. Gull, you do realize this could very likely be some sort of Nigerian internet scam?"

"Please Valerie, call me Hayden, and yes, of course I thought of that, but the email address checks out, and Oscorp has already gone public with their intentions. The internet is watching us, and you know what that means?" he asks.

She sighs, "Yes, Mr. Gull, it means.."

"Everyone will know." they repeat simultaneously. "So what do you propose we do?"

Valerie sighs once more, "Well, it certainly appears that Oscorp isn't giving us many options, and their expansive resources will give us much more freedom to pursue your, more ambitious ideas."

Hayden's eyes light up, "So we could make the power suit, the hoverboard, self-tying shoe laces.."

"Remember Mr. Gull that we are still a company that produces medical technology." she snaps.

"Hey, I'm just kidding, it was just a reference. You know? _Back to the Future_? Haven't you ever seen those movies?"

She raises an eyebrow, "No, all I know of it are the references you and our colleagues constantly make to it."

"Right...pfffff forgot. Before your time. Don't mind the old man here!" he laughs, before the two begin to walk back into the warehouse.

"Don't worry about it, I don't think I'm even in touch with my own generation." she mumbles, her eyes lowered.


	2. Chapter 2

Chapter 2

Valerie waits for the bus on a deserted street up from the company warehouse. While just old enough to drive, she knows that one accident as a minor could mean damaging her insurance for life, and besides, driving on the freeway back to the city isn't another stress she needs to compile on herself right now. The rest of the workers wave goodbye to her as they all walk to their luxurious cars out in the parking lot nearby. Just as she feels that all of them have left, Hayden approaches her,

"Hey Valerie, how about I give you a ride today? You certainly deserve it."

He never offers a ride unless there's something amiss, and today has certainly led to a twist in events,

"Alright."

She follows him down the grassy hill to a dirt parking lot, which is in stark contrast to the employees' high-priced cars. Not that all of the employees are actually very wealthy, its more of a means of status. She gets into Hayden's BMW, the leather seats bouncier than she anticipated, and the inside having that distinct car smell.

He starts up the car and Valerie buckles her seatbelt, "So, New York it is?" he asks, refusing to allow the space to be filled with silence.

"Yep. Hard to believe we'll be leaving the warehouse." she remarks.

"I know. It's cool to say during interviews, 'you know, we invented our AutoRevive devices in a dingy, rusty warehouse that we rent for two hundred a month.'"

She chuckles sarcastically, "Well, I'm sorry you don't get to brag on national television anymore."

"I don't brag, I'm informing the public about our products, which _you_ don't appear to be doing much of. Most of the tech world doesn't even know what you look like, they think I'm the boss."

"And that's how I like it." Valerie admits wholeheartedly. "I prefer working behind the curtain to getting up and presenting some kind of slide show."

Hayden smirks, "You're just camera shy."

"...perhaps."

Hayden drops Valerie off at her house in the suburban neighborhood in San Francisco. They wave goodbye to each other before he speeds off, and Valerie walks up the steps and takes out her key to unlock the door,

"I'm home!" she announces, taking off her shoes.

Her heart sinks when nobody responds, but she continues by running upstairs to her room, a small room only made to look smaller by the amount of stuff crowding it. There are rows of stuffed animals, most of them worn and tired from time. She drags out a travel suitcase tucked away in her closet as well as a carry-on backpack. She knows she'll have plenty of time to prepare for the trip, and money hasn't been an issue since her company's first success, but this already felt like the final goodbyes. She looks around the room she practically grew up in. Her eyes fall on the paint stain she made painting her rudimentary robot made out of a toaster, some copper wire, and a chain of Christmas lights. Naturally, her parents were ecstatic, but not from her creation, from the fact that she might've set the house on fire.

"Are you home Valerie?" a female voice calls from downstairs.

Valerie runs down the upstairs hallway to the staircase, "Yes Mom, I'm home!"

She nods firmly, "Good."

Valerie scurries down the stairs as her mother turns around and begins walking down the downstairs hallway, "Hey, Mom, guess what? My company is moving to New York!"

Her mother turns around, nearly hitting Valerie with her shoulder blade in the claustrophobic hallway, "...what?"

She nods, "Yeah, and I'm going there too!"

Her mother gasps, "When did you find this out?"

"Just today at work."

She sighs, "Valerie, do you really feel you're ready for this?"

"Ready for what?" a softer, gentle voice asks.

"Dear, our daughter wants to move to New York." she informs him.

He makes a sudden head gesture, clearly surprised, "Oh...uhm...well, isn't she a little young to be living on her own?"

"Mom, Dad, I've lived on my own before when I went to Stanford, remember?"

Her mother puts her hands on her hips, "Yes, but it was close enough so that we could visit on weekends, that's why we chose that school. You remember what that was like. You were too young to live on your own then, and you're still too young now."

"Mom, I can't just leave my company! We've just been bought by Oscorp, for crying out loud! They're the guys who make all your medication, and they want me in New York!" she cries out, her adult composure now melted away completely.

"Well, what if Oscorp doesn't want you?!" her mother lashes out. "Do you think a giant corporation wants their CEO as well? No, they just want your scientists, for resources. They'll drop you as soon as you sign that contract."

Valerie is left in silence, unable to form words. She stares at her mother, mouth a gap. Her father puts a hand on her shoulder, "Valerie, this might just be a blessing in disguise. You could go back to high school with all your friends. We know how much you miss them."

Her entire body shaking, she pushes her father away, "No. I'm going to New York. I'll make them take me. They can't have my team if they don't."

The private Oscorp jet lands in the airport right on schedule. Valerie is in utter awe, when Oscorp offered to pay for transportation, she never thought they'd fly over one of their personal aircrafts. The rest of her crew is in similar awe, although they're much more expressive of it. They rush over to the windowed walls to watch as men in suits begin stepping off the plane. As soon as they realize that the men are here of them, they rush away from the windows as quickly as possible, assuming casual positions. The men in suits stop just at the entrance, and the one at the front clears his throat,

"Gentlemen, may we speak to the...uhm..._real_ CEO of SapphireTech." he asks, glaring at Hayden.

Valerie closes her magazine, "That would be me."

The men in the suits stare in disbelief as Valerie, who made the effort to dress in her most formal business suit, confidently strides over to the man who just spoke, "Pleasure to meet you, Vice President Menken, I presume?" she asks, before offering her hand for him to shake.

The men look at each other before they all start laughing almost uncontrollably. The man at the helm is the first to recover, "Oh, how adorable! You do have a sense of humor, Mr. Gull, is this your niece?"

Valerie's hand goes cold, it begins shaking, and she feels her face has become flushed red, yet she still holds out her hand. The rest of her team quietly cringe and try their best to fade into the background. Out of VP Menken's entourage of men, a young woman steps out from them, holding a clipboard,

"Uhm...sir...that is the CEO of SapphireTech. Dr. Valerie Polina, sir."

Him and his team immediately stop laughing and regain their composure, an eerie murmur exchanged among them. VP Menken clears his throat again, and firmly shakes her hand, "Well, we're, so very sorry for the confusion Dr. Polina."

She sighs, her expression now having turned to unamusement and withheld anger, "Hmph, well, take care to not make that mistake again."

"Rest assured, Oscorp welcomes all of you onboard. If you will join us in the plane, we'd like to continue our conversation there."

Valerie and her team file through the entrance and into the plane, but Valerie lags behind them slightly, shying to the back of the group. Everyone is quiet, with the more casually dressed SapphireTech employees given the freedom to put their hands in their pockets. Hayden looks behind him, and sees Valerie in the back, staring at the carpeted floor and slightly dragging her side along the metal tunnel entrance. He walks over to her and puts his hand on her back, "C'mon now." he whispers, "Its your time to shine."


	3. Chapter 3

Chapter 3

Valerie seats herself across from VP Menken. The seats are a black leather, with the chairs organized in sets of four. The female with the clipboard sits next to VP Menken, while Hayden sits next to Valerie. The SapphireTech team and the Oscorps suits all sit around the four, pretending not to listen in on their conversation.

"So, Dr. Polina, once we land in New York City, you'll meet Oscorp's CEO, Norman Osborn, but for now, I've been told to give you a brief summary of you and your team's duties in Oscorp." VP Menken begins. "You'll still have control over your team, in fact, we won't be adding any new members to your team."

Mentally, Valerie breathes a sigh of relief, so she still has a job.

"However, we ask that your team divert all of their attention and resources to one specific project, and that project Mr. Osborn will discuss with you later." he continues.

"Hang on, will I be attending this meeting with Mr. Osborn?" Hayden asks.

VP Menken turns to the woman with the clipboard, "That will be up to Mr. Osborn's assistant, Ms. Felicia Hardy."

Felicia politely shakes his head, "I'm sorry, but Mr. Osborn would like to speak with Dr. Polina alone."

"Oh…" he mumbles, shrinking in his seat.

"While Dr. Polina has her meeting with Mr. Osborn, I'd love to give you and your team the grand Oscorp tour." she offers, leaning in slightly towards him.

Hayden smiles at her, "That would be great."

VP Menken clears his throat, something he clearly does often, "Now, along with signing onto the Oscorp family, there's bond to be press who will pick up the story, especially with such an, unusual team. However, you are not to speak with any of them unless we give you permission. That will be clarified once you sign your contracts."

"As for consensual media appearances, we've signed for both you to appear on The Daily Bugle with Isabel Bunsen, as well as a separate interview for the newspapers." Felicia informs them, reading off her clipboard.

"B...both of us?" Hayden blurts, looking over at Valerie.

Felicia smiles, "Yes. While you handled your company's PR very well on your own Mr. Gull, Oscorp feels that the introduction of Valerie into the public eye will spark increased interest in your company's products."

Hayden glances over at Valerie again, who's worried expression tips him off, "Its just...I don't think she's comfortable with that sort of thing. And, and you know how the media can be, they'll turn her into a tabloid star, and she's only seventee-"

"Mr. Gull, I can speak for myself thank you very much." Valerie barks. She takes a deep breath, her hands clasped together, "I would be honored to make these appearances. And as a public figure, I will be a model citizen as to be a good representative of Oscorp."

Felicia smiles and nods, "Alright then."

The the other nine members of SapphireTech begin applauding, with Mr. Torger clapping the fastest and the loudest, so much so that his Google Glass glasses fall off, and he clumsily picks them back up.

The rest of the plane ride mainly consists of small talk, and halfway through the trip, a flight attendant walks out and begins offering drinks. Valerie didn't expect that a business plane flight could be so casual.

"So, how did you and Mr. Gull meet?" VP Menken asks.

"Mr. Gull and I met while we were still in university." Valerie explains.

He nods, "Yes, I've always insisted she call me Hayden, but she feels that's too unprofessional." he gives her a knowing smile.

VP Menken peers over at Felicia's clipboard before continuing, "Ah...yes, and you two both graduated from Stanford University. How impressive! Could you tell us a little more?"

Hayden chuckles, "Well, originally I was just studying at my local city college to be a lawyer, however, I found it, unsatisfying, so out of curiosity, I took a class in engineering, and I've been in love ever since." His lines feel very, rehearsed. He knows exactly where to add emphasis, and how to present his general body language, "Eventually I was accepted to Stanford which is where I met Valerie. We started SapphireTech while at Stanford, and by the time I'd completed a bachelor's degree in engineering and she'd gotten her PhD in medicine, SapphireTech had already sold its millionth unit."

VP Menken smiles, "Well Mr. Gull, you clearly have your story straight, Valerie, what about you? You'll need to be able to respond to these kinds of questions when you're in front of the media."  
"Oh, of course." she stutters, "Well, like Hayden said, we met at university. Being a lot younger than most of the other students, I didn't have many friends, but Hayden kindly reached out to me. He would tell me about all the ideas he had for inventions, and I'd tell him about how I would build simple things out of household objects as a child."

Hayden smiles, "But you know, at the time, all of my ideas were just that, ideas. It was Valerie who pushed me to actually make these things a reality. At first it was just Valerie and I goofing around, but once these things actually started selling, I hired a couple more of my friends, all of whom are in this plane with us, and we founded SapphireTech."

She looks at him jokingly, "I would hardly call it, 'goofing around'."

The plane lands, and everyone files from the airport to the New York streets. There, two limousines were waiting for them. They truly spared no expense.

"From here, we'll separate. Felicia will take Dr. Polina to Mr. Osborn's office at Oscorp Tower, while my coworkers and I will take the rest of your team to their new laboratory, also at Oscorp Tower." VP Menken explains.

"Why do we need two limousines if we're going to the same place?" Mr. Torger asks.

"Mr. Oscorp's office is strictly off limits. The entrance is only accessible through an alternative entrance." Felicia replies coldly.

Mr. Torger shies back, rather embarrassed, "Oh…"

Valerie and Felicia enter their limo while the others lead into the other one. Hayden hesitates at the door, looking over at Valerie just as she's about to step in. She looks over at Hayden, and waves to him, before disappearing from view.

"Is she gonna be okay?" he asks himself aloud.

One of the other scientists rolls his eyes, "C'mon dude, you're not her father."

Valerie instinctively looks around for a seat belt once they enter the limo, but can't find one in the folds of the cloth seats.

"Have you ever ridden in a limo before?" Felicia asks.

She shakes her head, not making eye contact with the woman.

"Its cool, that was my reaction my first time too. Uhm...may I ask, how old are you?"

"Seventeen." she replies, "And you?"

She gasps, "Oh my gosh, we're the same age! That's so cool."

"Oh...really, I'm surprised that Mr. Osborn's assistant is so, young. If you're the same age as me, shouldn't you still be in high school?" Valerie reasons.

"Uhm...I could be asking you the same question, Miss CEO of SapphireTech." Felicia counters, "But really, I'm taking senior year online. I got the job last year, and found that assisting and school at the same time was too hard together."

"Ah, online school, that's sounds really convenient. I wish I could've done that." she comments.

"What was it like? You must have been really young compared to everyone else."

Valerie bites her lip, before responding, "Well, at first it was okay, I was just a little shorter than everyone else. But the further the age gap became, the more obvious the differences became, both biologically and socially."

"Were you ever picked on?" she asks.

Valerie raises an eyebrow, "Wasn't everyone?"


	4. Chapter 4

Chapter 4

Instead of going into the clearly marked _Oscorp Parking Garage_, the limo carrying Valerie and Felicia circles around the building to what looks like a small flowerbed decorating the back of the Oscorp building. The driver pushes a small button attached to the limo, and the flowerbed separates to reveal a hidden entrance.

"No way." Valerie muses, "There's no way you can keep that thing a secret."

Felicia shakes her head, "Of course not, we're on a busy New York street. Its more about the exclusivity. Not just anyone can enter Mr. Osborn's private office and quarters."

"Private office _and_ quarters? Mr. Osborn lives here?" she asks.

"Yep. There's a penthouse adjacent to Mr. Osborn's office."

"Geez, what does Oscorp not have?" Valerie wonders.

Felicia and Valerie exit the limo, and Valerie follows her to a elevator, already open and waiting.

"Mr. Osborn's office please." Felicia commands clearly to the screen on the side of the elevator.

"Yes, Ms. Hardy." the automated AI responds.

"Very impressive." Valerie comments.

She nods, "Yeah, for this elevator, only certain voices are accepted. On the way back, we'll register your voice as one of the accepted ones."

"Alright."

Valerie's stomach sinks as the elevator bell dings, and the doors slowly part. His office, in contrast with the rest of the building, is a little more old-fashioned, its design relying more on mahogany wood and granite marble than glass. Although there's still a small meeting table with a modern design and a decorative glass map of the world with the Oscorp logo over it.

Norman Osborn sits behind a traditional wooden desk, looking over some kind of holographic template.

"Mr. Osborn?" Felicia calls, "I have Dr. Valerie Polina here, of SapphireTech?"

He looks up from his work, and he swipes away the hologram, it completely disappearing from view, revealing his sickly appearance, "Ah, of course. Ms. Hardy, help me up, will you?"

Felicia races over as fast as her stiletto heels can carry her, in order to push Mr. Osborn in his chair, which turns out to have some medical equipment attached to it. He looks frail and tired, and the shade of his skin is almost...green.

"Mr. Osborn is suffering from retroviral hyperplasia." Felicia explains, "Oscorp's been trying to find a cure for years."

"Is that what you want my team working on? Finding a cure?" she asks.

"Not quite." Mr. Osborn replies, his voice soft, "I understand your team is more focused on medical equipment. And as you see, I'm using one of your products right now." he gestures for Felicia to turn his chair. She does so, revealing a SapphireTech AutoRevive strapped to the chair, a plastic tube snaking from it and disappearing under his shirt.

"You see, I've been working on a specially designed suit that will stabilize my condition. I've sent the schematics to your new office here in Oscorp. This is what your team will be working on." Mr. Osborn finishes.

Valerie nods, "Alright, thank you Mr. Osborn."

She turns around to exit, when he raises a hand, "One more thing, Dr. Polina, since you are new to New York City, I have arranged for an apartment for you. After you finish your work here for the day, I'll have Felicia escort you there."

"Oh…" she'd already planned on staying in a hotel with the rest of her team until they could all find a place to stay. Guess she doesn't need to. "Alright then, thank you Mr. Osborn."

"No need. Now, get to work!" he commands jokingly, giving a thumbs up.

Felicia and Valerie exit the office, and Felicia has her register her voice on the elevator's AI system,

"Say, I think that went well. Mr. Osborn likes you." Felicia comments.

"Thanks, I didn't expect Mr. Osborn's condition to be that...severe. He's still running the company like that? It must be incredibly difficult."

"Yeah. Doesn't want to let go I guess, and no way does he want Menken to take over. I have a feeling he's going to keep going till the bitter end."

Valerie pauses, "Why not Menken? Isn't that the point of a Vice President?"

Felicia stares off to the side, twirling her dark brown hair, "Its complicated, business stuff. To be honest, I don't understand most of it."

She nods slowly, "Uhuh."

This time, the elevator goes down to one of the regular Oscorp floors. Valerie follows Felicia through the narrow hallway, where they pass various laboratories and workshops, completely visible through the glass walls. Most of the employees wear white lab coats and goggles, and their expressions are blank and orderly.

"Right over here." Felicia points to a glass door with metal handles.

They enter to see that the SapphireTech team is already hard at work moving in and setting up, already in the standard Oscorp work gear. Hayden sees them, and rushes over,

"Hey Valerie, Ms. Hardy."

Felicia giggles sweetly, "Please, call me Felicia."

He smirks mischievously, "Alright then, Felicia. Call me Hayden."

Hayden looks over at Valerie, who is clearly a little more than uncomfortable, her eyes wide and scanning around endlessly.

"Welp, thank you for bringing Valerie here. I'll...catch you later." Hayden smiles at her, while patting Valerie on the back, "So, how did the meeting go?"

"Well, Mr. Osborn seems pleased in having us join his corporation. He sent me the schematics for the project he wants us working on. Shall we look at them together?" Valerie offers.

"Alright." he agrees.

"Also, could you have one of the guys transport my stuff? Apparently, Mr. Osborn has arranged for my own private apartment."

Hayden arches his eyebrow in surprise, "Seriously? Is that...legal?"

"Mr. Gull, if you're flirting with someone the same age as me, I don't think the legality of living on my own should be your number one concern."

"Wait, she's your age?!" Hayden realizes, "Oh god...I feel like a pedo."

"Its technically okay now that we're in New York." one of the engineers shouts out, "Age of consent is seventeen, not eighteen."

"Well, you learn something new everyday, thank you Brandon." Hayden smiles, double-pointing at him, "Hey Valerie, you know what that means?"

"I don't care." she snaps bluntly, "We're here to work, if you really want to discuss such matters with me, they should be after business hours."

"I know, I know, but this is...kind of, sort of business related. You do know that Norman Osborn has a son, just about your age?" he asks, as they begin to walk towards the small office separate from the SapphireTech workshop.

"No, I wasn't aware."

"Well, I was thinking, what if you two met...because, you know, I think you'd get along with him really well...and well, you know where I'm going with this."

"She can do _way_ better." another engineer shouts out.

"Wow, for glass walls, sound bounces off of them really well." Hayden realizes, "Lets talk more in your office, shall we?"

Valerie pushes open the wooden door with her name plaqued on it. Inside is a small, but very neat office, not unlike the one she had back in Silicon Valley. She slips into the office chair and turns on the holographic computer at her desk.

"Wow, hey, none of us have one of those. And that's surprising, considering that Oscorp is obsessed with holographic technology."

She pulls up the project that Mr. Osborn sent her, and opens it up, "Wow, check this out."

Hayden puts on his reading glasses and peeks over, "Hey...this is kind of similar to the power suit idea we were working on."

"Yeah…guess this is why Oscorp brought us on board. But something's different about it…" Valerie zooms in on the suit, "Its primary purpose is to stabilize retroviral hyperplasia."

"That's the disease Norman Osborn has, the suit must be for him." Hayden realizes.

"There's also some extra documents with the suit design." Valerie swipes the hologram to access them, and begins reading bits of them aloud, "Since retroviral hyperplasia needs a stabilizing agent...testing every substance possible...most successful agent...cross species genetics?" she turns her chair around, "Oscorp researches cross species genetics?"

Hayden chuckles, "Its Oscorp, of course they're researching cross species genetics, their specialty is biological technology, right?"

"Well, I guess if we're going to be building this suit, we might as well look into their cross species genetics research." Valerie suggests, "Perhaps we can speak to the scientists in charge and get some samples to use for testing."

"Alright, weird gene altering research, here we come!" Hayden declares, doing a fist pump.


	5. Chapter 5

Chapter 5

The twisted hallways of Oscorp's various laboratories all seem to blend together into one endless maze as Valerie and Hayden explore the bottom floors dedicated entirely to cross species genetics. They start from the bottom up, working their way through Oscorp's wide variety of live specimen.

"Well, none of the research has been perfected, but if you'd like some samples I'm sure Dr. Connors would approve the transaction." one of the scientists assures them.

"Is Dr. Connors your supervisor?" Valerie asks.

She nods, "I'm actually just an intern here, but they give me access to most of the laboratories here since I'm under Dr. Connors supervision. Would you like me to show you around?"

Valerie notes the woman's youthful appearance, as she appears to look only a little older than her at the most,

"Hmm, I think Oscorp has a habit of hiring young talent." she whispers to Hayden.

He nods in agreement, but refrains from saying anything.

She begins leading them through the various exhibits, "Most of our subjects are lizards, but we also have a small selection of rats, spiders and we just started testing on electric eels down in the power grid."

"I understand the rats, but, lizards, spiders and eels? Why those animals?" Hayden asks.

"They all have a particular quality that Oscorp wishes to harness." she explains, "For example, the lizards are Dr. Connor's favorite, because of their ability to adapt and regrow their tails."

They pass through the various cages of rats and lizards, all of them seemingly normal. Some of them however, are missing various appendages like legs or tails.

"The spiders are kept here in a separate lab." the intern explains, but just as she reaches for her keycard to open the door, she presses on the door with her hand and finds its already open, "Huh, that's weird. This door is suppose to be locked."

She cautiously begins wandering in, and Hayden and Valerie follow. At first glance, everything appears to be normal, until the intern sees that the large room-like storage container appears empty.

"Oh no, what happened to the spiders?" she gasps, running over to the control panel adjacent to the storage room.

Valerie looks through the glass window separating this room and the storage. Peering down, she notices that the spiders have all congregated to the floor of the room,

"They're all down there."

The intern notices this as well, "Wha...someone deactivated the radiation chamber. They've turned off the radiation device." she points to the small laser behind her in the corner of the room, "I'll have to get someone from IT to take a look at it."

"Is it completely safe to be around an active radiation device without protection?" Valerie asks.

Suddenly, four other scientists enter the room, and it takes only moments for them to react, "Ms. Stacy, aren't you suppose to be giving a tour to the new interns?"

The intern looks up in surprise, "Sir...I was just showing these two from engineering the specimen when-"

The other scientists burst forth, two taking over the control panel while the other two with protective gear on enter the room and begin fussing with the spiders.

"Alright, activate the radiative control." one of the scientists orders.

"Sir, someone's tampered with the controls, we shouldn't touch it until we know what's wrong." the intern pleads desperately.

"Its on, but its...shaky, Ms. Stacy's right, there's something wrong." a scientist operating the control panel informs.

Just then, the laser begins rapidly firing beams of colorful light all around the room. The scientists all begin rushing out of the room. In their panic, they knock Valerie down, what with her being comparatively smaller. Hayden reaches out to grab her, but one of the radioactive blasts hits her right in the stomach, sending shocks throughout her body. The intern, also still in the room, has slowly been making her way across the room and finally making it to the laser, slams the emergency brake and disables the machine. Hayden grabs Valerie and cups her lifeless body in his arms,

"Valerie, can you hear me?! Valerie?!"

"Get her out of here. Make sure nobody sees this." one of the scientists orders.

The other scientists disinterestedly take Valerie from Hayden, who's left with the intern,

"What kind of radiation was that?! I mean, I'm no expert, but I took high school physics and I'm pretty sure that's not how radiation works."

Two security guards walk in and begin to escort Hayden out of the laboratory, all the while Hayden's expression is dour, but determined.

Valerie believes at first to be in heaven, or some sort of equivalent, until the nearly blinding bright light focuses to reveal the florescent lights of a hospital room. After her momentary grogginess wears off, she feels completely fine, almost as if she's just woken up from a relaxing nap. Questions begin filling her head. How long has she been out? What happened to her exactly? How long would she have to stay in the hospital?

Just then, a nurse enters the room,

"Are you feeling alright?" the nurse asks.

She nods, "Yes, I'm perfectly fine, thank you." she begins to sit up, and has no trouble doing so.

"Well, for someone in your condition, you've made a miraculous recovery." she notes, "I think you'll be able to go home today."

Valerie lies in her hospital bed as the nurse gets up and leaves. She makes a note to herself to talk to Dr. Connors about the way those scientists treated her and that intern.

A little bit later, Hayden, Brandon, and all of the other SapphireTech engineers walk in with flowers and balloons. Hayden practically runs up to Valerie and gives her an embracive hug,

"Oh, I'm so glad you're alive! How've you been holding up?"

"I'm completely fine." she tells him, "In fact, I'll be able to leave today."

"That's great." he smiles, but his smile wavers slightly, "Say, can I talk to you for a second? Alone?"

The other engineers all nod understandably and file out.

"So, how long have I been out?" she asks, adjusting her body slightly in her bed.

He sits down on her bed, "Only a couple of days. While you were out, the guys and I moved your stuff into your apartment. You should see it, its really something." his grin then fades entirely to a serious composure unusual to him, "But, Valerie...we found out you left for New York without your parents' permission."

Valerie's heart sinks, "Wha...what do you mean? They knew I was leaving, and even though they didn't approve of it, they weren't trying to stop me."

He places a hand on her shoulder, "You left without saying anything. You freaked them out, so they called us, and we flew them over here."

"You what?!" she shouts, "Why?! Why are they here?!"

"They're your parents Valerie, and they're really concerned about you."

She crosses her arms and sighs, "And I thought I was doing them a favor."

"Look, just talk to them. You're smart, I'm sure you can work something out." he assures her, brushing her hair with his bony hand.

She twists her lip, and then silently nods, her expression fearful.

Hayden gets up, "They're outside. When you're ready, they want to see you."

She slumps back into her bed, mentally preparing to face her parents. How much of a fuss would they put up? Would she have to leave the company, even temporarily? What would Oscorp think?

After sitting in her bed musing over these questions, she comes to the conclusion that she'll only have more questions unless she goes out and confronts them. She unstraps the pulse monitor on her arm and walks out of the room. Someone had changed her clothes, but thankfully they're from her own wardrobe of polos, t-shirts and jeans. Her parents are both sitting on a bench in a small break room, and when they see her, they light up, and they race towards her,

"Oh my god, Valerie, I can't believe you're alright!" her mother sniffles, as both of her parents squeeze her in a group hug.

As they pull out of the hug, Valerie is careful in choosing her next words, "Mom, Dad, I'm so sorry for leaving without telling you."

Her father smiles, "Valerie, we just wish you'd tell us these things more."

"Especially this, this is such a big step for you. We're just not sure if you're all that ready yet." her mother chimes in.

Valerie's first thought is to object to this, but she doesn't want to ruin this happy moment for them, after all, they probably thought she was dead.

"We're going to pull you out of your work for now." her mother announces.

Valerie screams inside, they can't do this, how can they do this?!

"At least," her father adds, "until we can work something out."

At this point, her previous consideration for her parents' feelings have completely disappeared, "There's nothing to work out, I'm practically an adult now, and this is what I've decided to do with my life." she declares angrily.

"You're still very young Valerie, and we're worried that you're not ready for this kind of responsibility." her mother sternly tells her.

"And besides, you might grow to like school."

She pauses, "...school?"

Her father nods, "We're going to send you back to high school."

Valerie feels her heart nearly explode in her chest, "Wha...you, you think that's going to help?! I hated high school! You think sending me back will prepare me for anything other than an insane asylum?!"

"Valerie, calm down. You'll still be in New York, and this is only

"I don't care!" she interrupts her mother, as she begins furiously marching out of the hallway, "And I'm living in my own apartment, not with you."


	6. Chapter 6

Chapter 6

"That was uncalled for." Hayden sternly tells her as he drives her from the hospital.

"...I know, but what they're doing is also uncalled for, don't you agree?" she asks.

"That may be true, but it doesn't justify you lashing out like that."

Valerie scoffs, "My mom does that all the time."

"Look, the guys understand, and I'm sure Oscorp will too. After all, you've never had a real vacation, have you?"

She stares up at the cushiony ceiling of the vehicle, "No, I guess I haven't."

"Exactly. So please, enjoy it. Knowing you, school should be a breeze. You'll be back to work before you know it."

"Thanks…" she mumbles, shifting over to stare out the window.

"Hey, I wish I could be like, go back to high school." he comments, "You make some good memories."

"I don't know where you get your perception of high school from, but it sounds very different than the high school I remember."

"Maybe one day I'll show you some of my old high school pictures." he tells her.

"No need, I'll just look them up." she starts, "Wait...the internet did exist back then, right?"

He chuckles, "Yes, it did, but it was very different."

She pulls out her phone and begins tapping on it with both thumbs, but after a few minutes she stops, "...hang on...you had a MySpace?"

"Yes, we all did back then." he admits, smiling as he watches the slow roll of the cars in front of him.

She scrolls down to a picture of a teenaged Hayden wearing a blue polo with the collar popped up, "Oh...no offense, but...you were a douche."

He laughs harder this time, "Oh...I have to agree."

"Bet you were the party type." she jokes.

He reaches one hand out and scruffles her hair, "See? You need to be more like this, this is you. Whenever we're at work you're all cold and businesslike. Like a mini-adult."

"But that's because that's work." she argues, "I have to be professional at work. Otherwise nothing would be accomplished."

Hayden parks his car in front of a tall building with light blue tinted glass. Valerie follows him up the foundational steps and enters. As soon as they enter the building, they head for an elevator where Hayden punches the button for the twenty third floor,

"You'll love how the guys and I set up your apartment. As soon as we found out you were gonna be alright, we wanted to give you a little welcome back present." he explains.

"That's great. Tell the guys I say thanks." she tells him.

He awkwardly adjusts himself a little, "Hey...is it getting hot in here?"

She shakes her head, "I don't think so."

The elevator dings open and Valerie and Hayden exit. As they walk down a small hallway to her apartment, Valerie begins to notice that she can hear Hayden's heartbeat, even though he's a couple of feet away. She turns around at the door and sees that his expression has become somewhat preoccupied. What's going on?

He suddenly notices that Valerie's staring at him in anticipation and he snaps back into reality, nervously chuckling as he begins fumbling for the keys to the apartment. Just as he gets a hold of them, his strangely slippery hands lose grip of the keys and they fall from his hands.

"Oh, I got it!" Valerie declares, reaching out and snatching them with lightning speed.

She'd never had such fast reflexes before, but in those moments, everything felt so much slower than they actually were. Was it her reflexes or her perception?

She quickly plugs the keys in and opens the door. Her apartment is so much more spacious than what she'd imagined, definitely not the typical New York apartment that's smaller than the average bathroom. The first room has a living room and a kitchen, and a tight corridor leads to the bedroom and bathroom. The apartment is also completely furnished, with kitchenware, a couch and all of the stuff she'd brought from home decoratively placed in various locations.

"Woah…" she walks in, taking in the room.

"Yeah...its nice, right?" Hayden mumbles.

She turns around, to see that Hayden is clinging to the doorway, clenching his teeth, "Hayden...are you okay? You look constipated."

He continually clings to the doorway, now appearing very close to getting on his knees, "...I...well...I hope….you like your...new...gotta go!" he then bolts down the hallway as fast as his lanky legs can carry him.

What was that? Was it something she said? She then realizes that the radioactive blast might have done something to her. Maybe she has a third eye and Hayden freaked out. She rushes to the bathroom mirror. On the way, she slips on the living room rug and trips, one hand catching herself. On a handstand. Having never done a handstand before, Valerie gasps as she realizes she is supporting herself on her left hand alone. Very carefully, she lowers her legs down, but finds her left hand still firmly placed on the ground. She purposefully lifts it up to find a sticky, web-like material attached to her hand. Was that there before? Not that she could remember, and it certainly couldn't be strong enough to allow her to flip into a handstand.

She rushes to the mirror to find that she's perfectly normal appearance wise. No third eye. But the handstand, the sticky material and Hayden's weird reaction need to be checked out. She leaves the bathroom and plops herself onto the couch, trying to think of anyone who she could turn to. Just then, she looks down at the coffee table in front of the couch and sees a small piece of paper. Upon lifting it, in a very neat handwriting is the name: Norman Osborn, and a phone number. Whipping out her phone, she dials the number,

"Hello? Norman Osborn's office, Felicia speaking."

"Hello Felicia, its me, Dr. Polina. Is Mr. Osborn in the office at the moment?" she asks urgently.

"Oh, hi Valerie! I, I mean, Dr. Polina. Mr. Osborn is in his office, he's been expecting your call. Just a minute."

After waiting a couple of seconds, Valerie hears a little background noise and rustling, "Dr. Polina? So good to hear you're alright. How has your recovery been?"

"Miraculous. Almost, a little too miraculous. Mr. Osborn, I think that radioactive blast might have done something to me. What was it exactly?"

"The radioactive beam that hit you was a specially constructed and contained several DNA traits of various spiders. We were trying to use that beam on our test spiders, not on you. Are you having any kind of unusual symptoms?"

"Yes...I think I am." she then begins explaining her ability to catch the keys, her handstand and Hayden's reaction to her.

There's a slight pause before his response, "Alright, I want you to come to my office immediately. I'll be able to examine you better there."

"Thank you Mr. Osborn."

"Please, call me Norman."

The subway ride to Oscorp is absolutely unbearable for Valerie. Everyone on the train started staring at her in one way or another the minute she entered. Strangely enough, every female on the train all react the same, disgusted. But every male acted every which way, some like Hayden, act completely nervous. Others start smiling in a creepy fashion. One of them even approaches her,

"Hey...uhm, have we met?" he asks.

"No, I'm pretty sure we haven't." she replies coldly, not picking up on his cues.

He leans onto the train wall, while everyone else on the train looks on, "No, no, I'm majorly sure we've met before."

She rolls her eyes, "Sir, would you please just leave me alone?"

He takes a step back, "Sir?" he chuckles, before leaning back in a little closer this time, "I'd like to think you and I are about the same age. Class of 2012, you?"  
She twists her lips, "...Class of 2011, in college."

The train comes to a stop, throwing the guy off balance. Valerie uses this opportunity to slip out of the train, "Nice meeting you!"

"But..I didn't even get your number!"

She's so glad that she hardly ran into anyone as she made her way into the special elevator that would take her to Mr. Osborn's office. When she rose up to the lobby of his office, Felicia's there waiting for her,

"Mr. Osborn is waitin-...oh my god, Valerie! Is that you? You...you need a bath!"

While embarrassed, she mentally pushes past it, "I'm pretty sure they bathed me while I was at the hospital. And I think this new 'smell' has something to do with being shot by that radioactive beam."

"Well, whatever it is, please take care of it, ASAP!"

The two file into Mr. Osborn's office, now in a wheelchair, has his back turned to the window, "Felicia, you may leave now."

"But...Mr. Osborn, I'm always present at your meetings to take notes for you." she argues.

"I won't need your assistance here, Felicia, now please. I'd like to speak to Dr. Polina alone." he tells her.

Clearly hurt, she slowly backs out of the office, closing the door behind her.

Mr. Osborn turns around, revealing that his condition has rapidly worsened, his skin now a greenish-grey, his head tilting to the side, his eyes nearly lifeless. His articulate voice is about the only thing left of him that's even remotely healthy.

"You're experiencing these new...powers." he chuckles, "Right now, there are scanners in this room, analyzing all of your vitals. Really, they're suppose to be for me, but I think we can make that exception."

Suddenly, red lights being gleaming over her, "And I'm also scanning other things as well, like your DNA."

"You have the technology to do that?" Valerie asks, admiring the lasers that appear to be coming from no where.

"I hope you don't mind. And please, don't move, I need to get an accurate reading." he meekly pushes his wheelchair over to his desk and activates his holographic computer, "But for now, I've noticed that one of your new abilities is pheromone excretion."

"...so that's what it is." she realizes, "I didn't know spiders secret pheromones."

"They do. That's why in tests we use this." he picks up a small glass perfume bottle on his desk, "To nullify pheromones in certain spiders so we can use selective breeding. If I'm correct, it should work on you too."

"Thank you Mr. Os-uhm, Norman. But may I ask, why aren't they affecting you? I mean, in my short experience, the pheromones usually cause a rather...colorful reaction."

"That's probably because I'm currently breathing into a plastic tube." he admits, "And besides, I work with beautiful women, look at Felicia."

Valerie can't help but chuckle a little bit.

Mr. Osborn stares at the computer for a couple of seconds more before something in the room makes a beeping noise and the laser lights disappear. Assuming she can move again, Valerie walks up to his desk to retrieve the bottle, spraying herself with some of the chemical.

"It smells like...cinnamon." she comments.

"Yes, the chemical on its own smells horrible, so I combined it with some of my son's leftover cologne. I hope you don't mind, it was the only fragrance I had available."

She pauses, "I...didn't realize you had a son."

"Your results have arrived." he abruptly changes the subject, "...well, you're a one-in-a-million success, so its very unlikely that it could be replicated." he lets out a deep sigh, "Well, how do we know it without at least trying?"

"Wait, you're going to blast yourself with the same beam?" Valerie realizes, "I really don't think that's a good idea Norman."

He slumps in his chair, his hands folded, "Dr., when you've lived with this disease as long as I have, you feel like you've dodged a bullet about a million times. I've tried everything, and I will continue to try everything until that bullet doesn't miss. If this radioactive treatment has even a fraction of a chance of curing me, or even extending my life, just a little, well, I think that's a life well spent."

She takes a deep breath, "...if you insist. In the meantime, if there's anything I can do-"

He waves her away, "No, you're young. You don't have to carry the burdens I have. I heard about your parents though."

She nods, "Yes, they…they can be a bit overprotective and, and they sometimes overreact."

"That's good. Means they're doing their job. Oscorp will hold your position until you _and_ your parents are ready for you to return. You're very important to us, Valerie."

"...thank you." she sincerely acknowledges.

"And those suits your team is creating? Consider getting one for yourself, you could put those abilities to use. I'm thinking red."

Taking it as a joke, Valerie giggles, "I will, Norman. Thank you."


	7. Chapter 7

Chapter 7

Hayden pulls up at the front street entrance of Valerie's new high school, "We're here."

"Thanks for the ride." she thanks him, stepping out, "I didn't know who else to ask, and its hard to get here by train."

He peers out of his window and stares up at the bright and towering building surrounded by patches of grass, with a nearby sign displaying the school's name: Midtown High School, "Yeah, this is not what you'd imagine when you say, 'New York City high school'."

Just as she's about to leave, Hayden grabs her hand, "Hey...I'm sorry about yesterday. I don't know what came over me. I think I might have been sick."

Valerie remembers Hayden's reaction to what she now knows is the pheromones she emits. She wonders how they must have made him feel. She smiles understandably, "It's fine, at least you're better now, right? Well, I gotta go, I'll see you after school, okay?"

She releases her hand from his grasp and walks off towards the hallway, leaving Hayden watching her go, "...I'm not so sure…"

The halls and lockers are the cleanest Valerie has ever seen. Either this building was built within the last ten years, or the student body is the most peaceful ever. Taking in the pristine cleanliness of the school put Valerie's nerves at ease, if only just a bit. Even though she'd come to school about half an hour early to locate her classes, the school hallways are already bustling with other students.

"Hey, aren't you that girl on the train?" a familiar voice asks.

She turns around and sees the guy from the subway yesterday, now clad in a letterman jacket, "Well, I guess we have seen each other before."

He chuckles, "I haven't seen you around here before, you new?"

She nods, "Yes, I guess I am."

"Flash Thompson, nice to meet you." he extends a hand to her, which she accepts after only a moment of hesitation.

"Hey Flash, who's the new girl?" a girl walking up to Flash asks him.

"Oh, hey Liz, this is...uhm...what's your name?" he asks, rather stupefied.

"Valerie, but usually I just go by Val." she tells them, since Val is what most people her age have called her.

"Well Val, I'm Liz Allan, and this is my boyfriend Flash Thompson, but I see you two have already met." she reintroduces with a very happy grin, "Do you know where your classes are?"

Valerie shakes her head, "No, that's why I came a little early."

"Well, it doesn't really matter." Flash admits, "What really matters is that I get your number, and your Facebook, and your Twitter, if you have one of those."

Liz snarls at him, "Flash! How could you?!"

Valerie, not finding a lot of comfort in this new group, gives a weak smile, "Well, I guess commitment isn't one of your strong suits."

Liz and a couple of eavesdroppers in the hallway give an exaggerated, "Ohhhhhh!" while Flash stands in the center, completely embarrassed, "Ha, ha, very funny guys." he suddenly spots someone walking into the building, "Hey look, it's Parker!"

Valerie turns towards the entrance to see a tall boy with brown hair, shyly keeping his head down as he walks through the hall. He shifts to look at Flash, and he and his entire group all push back. In examining him, Valerie accidentally locks in eye contact with him, it also doesn't help that she's the only one in Flash's crowd who didn't step back in fear. That is, until Liz yanks her back,

"Don't get too! He's dangerous!"

Valerie raises an eyebrow, "...what do you mean?"

"He beat Flash in basketball, and he even broke the backboard glass!" she explains, the group moving back towards the middle of the hallway.

The warning bell rings, and the group slowly begin to make her way to their first class. Valerie takes this opportunity to separate from them, remembering that she still needs to find her first class. She first quickly ducks into a bathroom to spray a little extra of the chemical perfume Mr. Osborn gave her, just to make sure that it still worked. Deducing that the first number on the room corresponds to the current floor, she eventually finds her first class.

"There's an open seat there." the teacher dryly points over to a seat by the windows.

Valerie sits down, removing her old backpack she used while she was in college. The desk is quite nice, just like the rest of the school, guess they just have better schools in New York than the ones she'd gone to in San Francisco. She lays out her pencil, pen and highlighter in a neat line on one end of her desk, and a brand new notebook on the other. As she slightly adjusts her materials so that they aline, someone taps her on the shoulder,

"Hey, aren't you…?" she turns around and sees that it's the intern from Oscorp.

"Hi...uhm...Ms. Stacy, is it? Yes, I'm Dr. Polina, and yes, I do go to high school. It's...a long story."

"I thought I recognized you. And here, I'm not exactly known as 'Ms. Stacy'. You can just call me Gwen." she tells her.

"Alright Gwen, I guess then you can call me Valerie, or Val, that's what my friends call me."

She smiles, "Say, you wanna eat lunch together? I don't exactly have a group or anything, it'll just be me and my friend Peter."

Valerie nods, "Sure, sounds great."

"Great, I'll find you during lunch." she grins, her smile ever-present.

Her first classes, which turn out to be Calculus BC, AP English and AP Physics, are all incredibly boring to Valerie. The subjects themselves aren't boring, but it's all review for her. She didn't think they still teach about basic hydrogen bonds or Macbeth all the way in high school. She'd always figured those were more middle school things. It didn't help that she'd also already taken these classes, either in high school or in community college...while she was still in high school.

She walks out from the hallways into a courtyard with tables and a grassy field. She spots Gwen waving at her from one of the tables and walks over to it. Along with Gwen, she sees the Parker guy that Flash and Liz were so scared of that morning. Guess he's her friend Peter that she mentioned.

Just as she's about to reach them, she feels someone grab her wrist,

"Hey there! Where you think you're going?" its Flash, his sweaty hand firmly grasping her.

"I'm just...going to sit with some of my friends." she tells him, rather confused.

"Come sit with us, we're more fun." he advises, and in a more hushed tone, "Besides, you don't wanna hang out with Parker, do you?"

She rips her hand out of his grasp, much more easily than she thought, "I see no problem with it. Now if you excuse me."

He puts his hands in his pocket, "...well, okay then. I was...was just trying to help, you know?"

"I appreciate it." she grumbles sarcastically.

She returns and sits with Gwen and Peter, who've just witnessed the conversation and both have expressions of astonishment,

"...you stood up Flash Thompson?" Gwen gasps, and in breaking the silence, send both her and Peter into fits of laughter.

"That...that was amazing." Peter chuckles, as their laughter dies down. He takes a forkful of his chili and stares at Valerie for a second, before realizing, "Oh, uhm hey, I'm Peter."

"Yes, I'm aware, Valerie, pleasure." she smiles awkwardly.

"Valerie...is that...like, French?" he asks, continuing to take in forkfuls of his food.

"Whenever you think something is fancy, you think it's French." Gwen comments.

She nods, "Yeah. I'm not entirely French though. Not quite sure what I am really. Seven kinds of white?"

Peter and Gwen chuckle at her haphazard joke. She uses his opportunity to zip open her backpack and take out her own lunch. But just as she zips it open, she lifts her left index finger and a stringy substance shoots out of her hand under the table. Her eyes raise up and thankfully see that Peter and Gwen haven't noticed the decorative sliver of webs now splayed right under their feet. Is this another side effect? She can spin webs like a spider? She hastily takes out her lunch and places it on the table, pretending nothing happened. One of the webs fall on Peter's foot, and his attention jumps down to the webs,

"Oh, was that-" he clenches his teeth nervously.

Gwen follows his gaze, "Oh…uhm...well, looks like that uhm...Spider-Man was here recently, right Peter?"

He looks at her, horrified, but then he sees the visual cues she's trying to pass on, "Oh...oh yeah, yeah, Spider-Man."

"Who's Spider-Man?" Valerie asks, just happy to be changing the subject, "I'm sorry, I'm kind of new in town."

"You don't know who Spider-Man is?" Peter asks, "Why, he's only the coolest guy ever. Have you ever seen him on the news?"

"No, can't say I have." she admits.

"Here, I'll show you." he takes out his phone and pulls up a newsreel featuring Spider-Man.

The video pans to show a fast-flying individual zoom right by the camera,

"No pictures please!" he shouts whimsically, before coming back around again, "Ah, but who am I kidding? I love the press!"

"Whoa…" Valerie watches as the video finishes, and Peter puts his phone back in his pocket.

"Pretty cool, huh?"

She nods, "Yeah, but, what is he?"

"Nobody really knows." Gwen explains, placing a hand on Peter's shoulder and smiling knowingly, "So...where are you from again?"


	8. Chapter 8

Chapter 8

"So, tell me all about it!" Stephenie demanded through the computer screen.

"Well, the company is willing to take me back once I get everything sorted out with my parents. In the meantime Hayden will take my place as acting CEO-"

"Not that! I mean what's it like at your new school."

Valerie giggles, adjusting the volume on her computer, "Sorry. Well, the building is very well-kept for a public school, and so far, it's been very sunny. The academics are pretty average, although the school has its fair share of intelligent students-"

"NO NO NO!" she shouts, causing feedback from the speakers, "I mean school smack! Gossip! Drama! OTPs!"

"...what?"

She slams herself into her desk chair in frustration, "Ugh, Val, to be honest, I'm surprised you survived high school at all."

"Well, I'm not sure if I have any school gossip, I've only been there about a week." she admits, "But, I did meet some other kids."

This peaks her interests, she turns her chair towards her computer, "Do tell."

"Well, first I was approached by Flash and Liz. I later learned that Flash is the star of the basketball team, and Liz is a cheerleader. They've been dating on-and-off."

"Ugh, sweaty sports guys." Stephenie sticks out her tongue in disgust, "I understand they're easy to manipulate, and most of them come from money, but is it really worth it?"

"Flash is friendly...to me. But he's also a bully, and Liz seems okay, if only a little territorial of Flash." she tells Stephanie, making sure to avoid mentioning her pheromones.

"Oh god." she pulls her head back so it hits the back of the chair, "This is just getting better. You better watch out for Liz. Those kinds of girls are nothing but trouble when they're trying to protect their man. Believe me, I know."

"Yeah, well, hanging out with them isn't my number one priority. I also met another couple, and they're much nicer. And we have much more in common." Valerie tells her, "They're names are Peter and Gwen. They're a for real couple, unlike Flash and Liz. Gwen is an intern at Oscorp, and Peter is this awkward emo hipster who's also a photographer."

"Hang on...Peter Parker?" she asks, "Of Midtown High?"

Shocked, Valerie stammers, "Uhm...yeah...why, do you know him?"

"OMG yes! I follow him on Instagram, he takes awesome pictures. Did he not tell you? Oh...that's right, you don't use social media." Stephanie realizes, "...he's pretty hot too."

"He's not hot! He has that stupid haircut that flips up." Valerie argues, "Besides, he and Gwen are dating, and it wouldn't be cool if I took him from her."

"God, why do all the guys you meet off-limits? You need to get back into that school and find some single guys!" she declares.

"I don't know Steph. You know dating has never been high on my priorities." she admits, playing with one of the pencils on her desk.

"Haven't you ever heard of those girls who don't date in high school, and go on to be forever alone, and live in an apartment with a dog and two cats?" she asks.

Valerie looks behind her to see the white-painted walls of her bedroom, "I got the apartment part down. But I don't think they allow pets…"

"That's not the point!" she shouts angrily, "Doesn't Flash or Peter have any friends they could introduce you to?"

"Well, Flash has his other jock friends, and Peter's kind of a loner, but I do remember him mentioning a friend that's studying in Europe."

Stephanie thinks on this for a little, "Ask Flash to introduce you to his jock friends. Europe sounds exotic and sexy, but long-distance relationships usually don't work out."

"Roger that." she replies sarcastically, giving a salute.

"I'm serious Val, doesn't Midtown have a school dance?"

"...they have a Halloween dance next month, but I figured I'd be gone by then."

Stephanie turns around as someone calls her from outside her room, "I gotta go, but promise me you'll find a guy, and take him to the dance. Please? Please?"

Valerie sighs, "Fine, I'll try. But no promises."

"Yay! I know you can do it Val, ttyl!"

Her screen goes black, and Valerie closes out of her Skype account. She checks her e-mail and reads through a report that Hayden sent her on the team's progress. They've made significant progress on the suit Oscorp has them building, and like Mr. Osborn said, they're making one especially for her. So he wasn't joking. Hayden even asks if she can come in this weekend so he can take my measurements. She open the reply box when suddenly there's noise coming from outside. She runs over to the entrance, and presses her ear against the wall. Somehow, she can hear shouting which she's certain is coming from the lobby floor. She's twenty-three floors up, how can she hear them? She opens her door and rushes out, knowing that the better option would be to lock her door and barricade herself there. Running to the stairs next to the elevator, she looks down the spiraling stairs and sees two men in dark clothes ascending the stairs. They hit the first room, and they knock the door open, catching the inhabitants completely by surprise. There's screaming and crashing, the sound of glass shattering. Valerie pulls out her phone and dials nine-one-one.

"Nine-one-one, what's your emergency?" the operator asks.

"I'd like to report a robbery at-"

"Hey you!" one of the thugs shouts, spotting Valerie from up at the stairs.

She screams, running from the stairs to her apartment, slamming the door and locking it. But even in her room, she can still hear the family from the first room screaming and crying. Clearly someone's been hurt. How can she hear them? Another side-effect? Finding their helpless cries unbearable, and knowing that the thugs will be coming after her, she decides to grab her old school sweatshirt and put it on, pulling the hoodie over her head to obscure her face. She then peers out of the peephole on the apartment door, and sees that thugs are still running up the stairs. How would she get down to the family? The stairs were out of the question, maybe the elevator? She exits her apartment once again and presses the elevator button, hoping it'll come up in time. She hears the elevator falling from the...fiftieth floor?! There's no way it'd make it up in time, and how does she know what floor it's on anyway? She grasps the stairway railing in frustration, and realizes that she's stuck on the railing. Well, not quite, it's that sticky stuff again. Hang on...Valerie realizes. It's a risky venture, but it just might be possible. She climbs over the railing, her heart pounding and her palms sweaty. Swinging over the railing, her bare feet also stick well to the wall.

"No way…" she whispers in disbelief.

Her feet find the ceiling of the lower floor, and taking a deep breath, she lets go of the railing bending over and catching herself on the previous floor. In a very strange contortionist position, she has only seconds to readjust herself before the thugs come up to the floor. She instantly regrets wearing her old school's sweatshirt, remembering the bright red and yellow are the school's colors. As neither of them bother to look up, they completely ignore Valerie as they pass right by her and ascend to the next floor. She takes a sigh of relief, before dropping to the floor gracefully. Feeling more confident, she jumps off the railing of this floor and lands on the next one down. She then uses the rails as an elaborate jungle gym, swinging from one to another. She feels the rush of being in mid-air, and how it all comes flying back at her when she finds solid ground again. Despite the serious situation, she can't help but feel joy as she quickly descended the stairs.

Finally, she reaches the family and sees the horror. The thugs had left the door open, and Valerie sees that a bookshelf had fallen in their robbery and is crushing an elderly man with a moustache and dark glasses. His family are surrounding him, but none of them can pry the heavy wooden bookshelf off. Valerie runs in, and instinctively gives it a try, and easily lifts the bookshelf off of the old man. At this point, deciding to not question the myriad of powers given to her, she simply helps up the elderly man,

"Are you alright?" she asks.

A woman runs over and hugs him, "Thank you Spider-Man, for helping him."

The elderly man notices her long dark hair poking out from under the hood, "No dear, that's not Spider-Man. That's Tarantula."

I chuckle, before I can hear the thugs again. If she has super-strength, maybe she can take these guys down. She jumps up to the ceiling and waits,

"Hey, where'd the kid go?" one of the thugs ask.

"No kid, just me." Valerie quipped, dropping down right on top of the thug.

She sets him off-balance, throwing him to the ground. The other thug charges him, but she kicks the other thug into his path and the thug falls on top of him. Not as stunned, he gets up and whips out a pocketknife. Valerie grabs for it, but instead shoots out a web that grabs it for her. The thug, stunned, is shocked when Valerie jumps over his partner a kicks him in the face. She'd never been in a fight in her life, and yet she just took out those two guys. She turns to the family, who're all shocked except for the old man, who walks over and pats her on the back,

"Good job today kid, but you better get home, before the cops arrive." he advises.

Testing out her webbing abilities, she shoots a web that hits the ceiling, and launches herself up until she reaches her floor. She slides in as fast as she can, closing the door so that nobody notices her.


	9. Chapter 9

Chapter 9

Oscorp is still as bustling as ever when Valerie walks in. She clutches a bag that contains her school sweatshirt, just in case.

"Hey, Valerie! Good to see you again." Hayden greets, waiting for her at the entrance, "I heard about what happened at your apartment. You okay?"

She nods, "Yeah, I'm alright, nothing was stolen."

"People on the news were describing someone with Spider-Man-like powers swooping in and beating the thugs. You know anything about that?"

She shrugs, "No clue. That individual just came out of no where, and was gone before anyone could get a good look at them. No security cameras either, so the police have no way of looking to see where they went."

He puts a hand on her shoulder, "I'm just glad you're okay."

They take the elevator up to SapphireTech's workshop, where the team has pushed all of their tables to the corners of the room, to create a central middle ground. In that center, is a heavy, metal prototype of a full body suit of armor.

"The project's on schedule, what do you think?" he asks, holding his arm out to present the work.

"It's nice." she begins, but then she looks and next to the suit is a small aircraft, "But what's with the miniature hang glider?"

He chuckles, "That's not a hang glider, it's a hoverboard, for outdoor travel. With the way the suit's built, it's going to be too heavy to transport with a traditional wheelchair."

"Okay...but then what about indoor travel? That thing clearly isn't meant to fit into a doorway."

"Oh…" he pauses nervously, "Uhm...yeah, well, I mean, it's a hoverboard! Can't you just be happy that _I built a hoverboard_. And it works too. Wanna try it out?"

She examines the sleek design of the hoverboard, tempted by his offer, "It looks fun...but I don't need another trip to the hospital. I'll pass till it's been properly tested."

He sighs, "Fine...besides, I'm sure Mr. Osborn will let you have one with your free suit. Which we need your measurements for. How about we do that in your office?"

They go around the other engineers working on the suit and enter her office, which still hasn't been set up beyond the essentials.

"I really need to hang my credentials here." Valerie observes, facing a blank wall by her desk.

He smiles, before reaching into her desk and taking out a roll of measuring tape. Playfully, he rolls out some of it, and flicks the roll, causing a crackling noise, like a whip, "Ha!"

"Very funny Indiana Jones." she smirks.

He looks up, hopeful, "You know Indiana Jones?"

"Just Kingdom of the Crystal Skull. Saw it when I was about ten, don't remember anything about it though."

His face goes from hopeful to horrified, "...oh…"

"Now c'mon, what do you need in terms of measurements?"

"Well...it's going to be a full body suit, but Mr. Osborn is having it modified so that you'll still be able to move around in it. My question is, what are you gonna do with it?" he asks, examining his clipboard.

She pauses, as Hayden wraps the tape around her waist, "I have a feeling he wants to use it as a marketing ploy."

"That makes sense." he agrees, jotting down numbers on the clipboard, "In the alterations it says to make the suit practically skin-tight. That would mean removing most of the actual medical equipment. It's practically a costume."

"That's the idea." she smiles.

"Also, there's a note saying that you can choose the color scheme. Got any ideas in mind?"

She looks over to her bag, containing her old school sweatshirt, "Uhm, well, remember that school sweatshirt I use to wear a lot when we were in college?"

"Kind of. Do you have it with you?"

Valerie gestures over to the bag, and Hayden goes over and removes it, lifting it up, "...yeah, this would look really nice. Maybe some black highlights, and to keep up with the costume theme, how about a mask instead of a hoodie? Then you can wear it as a genderbent Spider-Man cosplay."

"Yeah, that would actually be...really cool." she admits.

"Valerie, what has gotten into you?" he asks cheerfully, "You actually like one of my ideas."

She giggles, "Well, technically it's my idea to use my school sweatshirt as an inspiration for a color scheme but, you go ahead and steal that."

They both end up laughing when the phone rings. Both of them reach for it, but Hayden pulls back and lets Valerie take the call,

"Hello, SapphireTech, Dr. Polina speaking."

"Ah, Valerie, Norman here. I was hoping you'd be in the office. I tried calling your apartment, but no one answered."

"Oh, hello Norman. Yes, I'm here in the office, what do you need?" she asks, holding on phone between her head and shoulder as Hayden continues to take measurements.

"Could you come up to my office? I'm just receiving the measurements that Hayden is taking."

"Wait, what?" she looks over and notices that under the wooden exterior, the clipboard is holographic, "Oh...I see."

"I'm having the suit built using my personal machinery. It should be done when you get here."

Wow...that must be incredibly fast machinery. Valerie wonders how well-built it will be considering how quickly it's being produced. Then again, it is missing a lot of the equipment that would take up most of the production time. It's more like a protective skin than anything else.

"That's, that's great. I'll see you then."

She hangs up and places the phone back on the receiver.

"Wow, already on a first-name basis with _the_ Norman Osborn? I have to say I'm impressed." Hayden comments, finishing up his measurements.

The final measurement, the one Valerie notices Hayden's been avoiding, the one around the lower hip, around the posterior. He reaches out, but then pulls back timidly, trying to hide a nervous expression.

"Here, I'll do it." she tells him, grabbing the tape from him.

She wraps the tape around, sighing disappointedly when she sees the number the tape reaches to. Guess her new powers don't include a supermodel figure.

She hands the tape back and punches the last number in, "Mr. Osborn wants me in his office."

"Oh, so you're not going to call him 'Norman' when he's not around?" he asks.

She shakes her head, "No, I don't even like it when he _is_ around, but he insists on it. But I don't do it because he's my boss if that's what you're thinking, I do it because he's an elderly man with a life-threatening illness. If someone thirty years younger asked me of the same thing, I wouldn't be as compliant, Mr. Gull."

"I see your point." he says, his hands in his pockets, "Hey, Valerie-"

"Yes?" she asks, already having collected her bag and halfway out the door.

"Re...remember that time in college when we-"

"Yes, why?"

He twiddles his thumbs anxiously, "Well, I mean, I know we were drunk and all-"

"Uhm, no, _you_ were drunk. I didn't even have an ID back then." she rudely interrupts him.

"Look, my point is...I've been thinking, since we're both a little older now...and...you know…I wouldn't get in trouble, you think maybe, we could…?"

Clutching the doorway, she gives a highly agitated smirk, "First of all, why are you so nervous? It was just a kiss, you're acting like we had sex. And secondly...well, while I don't have the statistics I have a feeling a workplace relationship wouldn't really work out."

"Oh…" he mumbles, looking down.

She twists her lips, tapping the door handle, before reentering the office and pulling Hayden into a hug.

**Author's Note: To answer kindleflame's question, yes, I love hearing suggestions for my readers, as well as comments and criticism in general. I've tried answering reader questions in various ways (such as PMs and replying with another review), and none of them really work out, so, at least for this story (which I have to say has gained an unexpected amount of popularity, thanks guys), I'm gonna have an Author's Note section at the end to answer any questions you guys have for me (although I have to warn that I hate spoiling the story, so I often tend to be discreet). For starters, here's the most common one:**

**Q: Is Palerie (PeterxValerie, also thank you Rissa-channn for that ship name, ever since you mentioned it I've been mentally using it when writing the story) a thing?**

**A: Technically. What I can say is that there will definitely be a "clash", especially since I plan to intertwine Val into the events of TASM and TASM2.**

**If you have a question please leave it in a review or PM. Thanks :)**


	10. Chapter 10

Chapter 10

"Well, here it is." Mr. Osborn presents, gesturing to a wall.

Valerie looks over, and only sees an ordinary wall until a small compartment in the wall opens up and a cylindrical pod slides out from it, containing a red and yellow suit, complete with the black finishing Hayden mentioned.

"Wow…" she awed, placing her hands against the glass casing.

"And it comes with a compact storage unit." he presses a button on his desk and the suit jolts to life, packing itself into a thin metal case.

The glass covering opens, and Valerie picks up the case, finding it much lighter than anticipated. She slides it into her bag with her sweatshirt, "Mr. Osborn, thank you so much for this but, why are you giving this to me?"

He pauses, holding his hands in his lap, his eyes glossy and having much less energy than usual, "While my main pursuit has always been for finding a cure for myself, or at the very least prolonging my lifespan, I've realized in recent days I must also look ahead, for the future." he cues up a couple of keys on his computer, before a hologram appears in the middle of the room, "Do you see this? It's a security camera of a secret Oscorp weapons storage. I've been collecting these through the years. In some form, they were all meant to save my life, but when they failed they had to be put to some kind of use. So they were weaponized, but I could never find anyone right to harness them, and I certainly couldn't sell them. And now, I add the final piece to my collection."

With the press of a button, he pans to an empty display case, "This is where the final product will rest when it's finished. I've sent the specific measurements to your partner Mr. Gull. This suit, with the combination of the built-in life support system, will save many lives."

"Yes, yes it will." Valerie smiles, before realizing, "Hang on...if you intend on using the suit, why are you keeping it in storage?"

Mr. Osborn chuckles, "...it's not for me. The suit can't support someone so far gone. Besides, my time is done, I'm sick of the constant attempts. Ever since my late teens, endless experimental drugs, surgeries, the works. I spent so much time trying to save my life I never got to enjoy it. But now, he'll never have to experience that."

"...he?"

"My son." he explains, "My disease is genetic, and as soon as he begins seeing symptoms, I'll give him access to this suit. He'll have a full life then, free of early death or the chains of endless experiments."

She sees him begin to droop in his chair, "Well, thank you for sharing this with me Mr. Osborn, I'm honored to be given this-"

Suddenly, VP Menken and Felicia enter, "Ms. Osborn, your vitals are dropping."

"It's okay fellas. I, I was just getting a little excited." he grins, laughing a little.

"Normie, are you okay?" Felicia coos, rushing to kneel at his side and moving his hair out of his face, "Do you need anything?"

Normie? It's a rather affectionate name to use for your boss.

"I'm fine Felicia. I was just talking to Valerie here. Could you see her out?"

She gets up and stares at Valerie, her friendly visage faltering for just a second, "I'd love to Normie."

Valerie begins walking to the door even before Felicia forcefully pushes her the rest of the way, her singular hand being much stronger than Valerie expected,

"On a first name basis with Mr. Osborn, are we?" she questions accusingly.

"I didn't realize you referred to Mr. Osborn as 'Normie'."

They reach the elevator, and Felicia jabs the elevator button, "I have a _special_relationship with Mr. Osborn."

"Well, I'll have you know I have no intention to interfere with your special relationship." she assures her, as the elevator opens on the ground floor.

"Good." she mumbles, "Because to be honest, I do like having you as a friend."

Resisting the urge to recount the "with friends like these who needs enemies" line, Valerie keeps quiet as Felicia walks her around the building to the main Oscorp entrance.

"Well, I suspect you can make it the rest of the way by yourself?" she asks.

She nods, "Yes, thank you."

Valerie makes her way through the crowded New York streets until she finds a quiet alley to change. Feeling self-conscious about changing in semi-public, she opens the case to reveal the sleek outfit. On the top also included a mask, which she instinctively puts on first. It fit like a second skin, but even better, it's like a mini computer, giving her access to vitals, heat signatures and an automatic nine-one-one call.

Transferring into the costume took a lot less time than expected, and as Valerie stands up for the first time in the costume, she feels a new sense of freedom, similar to the feeling she had when hopping down the stairs or defeating those thugs in the apartment building. But as she puts her normal clothes into the silver case, she realizes that she needs a place to hide her normal clothes. Grabbing the case, she begins climbing the walls of a nearby building until she reaches the roof. Looking down, her heart drops as she realizes how far up the building actually is. She decides to turn her attention instead to finding a place to hide her clothes, which she finds in-between two skylight panels.

Her next goal is finding a means of transportation. Spider-Man already does the swinging with webs thing, might as well give that a try. She shoots a web, making sure it sticks to the next building across the street. Standing on the edge of the building, she tries not to look down, but can't help it. She flicks one foot off, dangling it over the edge. She grasps her hand squeezing the webbing, and jumps. The wind whipping her hair, she watches as she falls towards the street, fast approaching the other building. She gets the sensation as a combination of being on a rollercoaster and a playground swing at full force. Soon, she nears the building and prepares herself for landing. Her feet gracefully plant themselves on the hard building surface, her heart racing as she realizes her hands aren't supporting her. She looks down and realizes she's come to a complete standstill, her feet alone allow her to cling to the building. She starts to feel dizzy, the blood rushing to her head as she stares down at the street at this sideways-downward angle.

Feeling more confident, she slings another web, this one further, and higher up, and swings from it, holding onto it with both hands. She then lets go of the web and free falls, while still traveling forward. She spreads her arms out and realizes that there's now wing-like webbing completely from her elbows all the way to her waist. Playfully she flaps them, and they send her flying up. She rises even above the Oscorp building. She starts laughing uncontrollably, feeling like a bird in the sky. She starts doing flips in the air, like a circus acrobat. She hops from building to building, having way too much fun to stop now. She makes it to Time Square, which until now, she's never seen before. The bright neon lights and signs illuminate her as she swings through the wide avenue. She's equal parts surprised and relieved when she looks down and sees no one has noticed her. Guess the people of New York aren't much for looking up.

"Hey, look, it's Spider-Man!" she hears a young boy shout.

Valerie smiles awkwardly, great, she thinks to herself, this whole mistaken for Spider-Man thing isn't going to let up, is it?  
She's suddenly hit with a tremendous force. She loses all of her momentum and begins falling to the ground. Her wild waving hair blinds most of her vision as she plummets towards the street. Her first thought is that she hit a wall, but no, she swears she was in mid-air when...something hit her.

"Oh, shoot, I, am so sorry!" a familiar voice says, his tone sarcastic.

Regaining her focus, she flips herself so that she's falling headfirst. With better momentum, she shoots a web and it throws her against a building, stopping just as she lands on the building window. Now at a full stop, she looks around for the person she crashed into. The bright lights disorienting her, she relies on her newly acquired senses...and...he's coming in from the left!  
She tears off just in time, as her assailant pounces on the spot she was just perched on moments ago, cracking the glass on the building. She lands on the building across the street, now in perfect view of her attacker, Spider-Man himself. Despite him being on the other side of one of the busiest streets in New York City, she can hear his witty antics just fine,

"Oh? A lady with copy-cat spider powers? Are you my sister? My cousin?"

He swings himself off of the building, this time far too fast for Valerie to dodge. He slams into her, causing her to lose her footing and fall, breaking more glass as she falls several stories. Forcefully, he grabs her costume with one hand, and shoots a web up with the other. As soon as they begin ascending, he slams her against the building, her head impacting the glass as he drives up,

"Up, up and away!"

Finally, they reach the building roof, and Spider-Man throws her onto the flat concrete surface. Valerie, her face battered and bruised, her vision blurring, has never felt so much pain in her life, and has never been more pissed.

"Who are you? Please don't tell me you're a copycat Spider-Man, did the Daily Bugle send you?" he asks, basking in his victory.

"I'm...I'm not from the Bugle." she spits, blood coming out of her mouth.

"Don't play games with me gir-" he stops, and his mask flexes slightly in realization as she coughs up more blood, "Oh...oh my god, oh, I'm so sorry. You, you're not as durable as most of the guys I work with." he spins around once, his hands pressed to his temples, "I get it, you're here to enlist as my sidekick!"

Shaking, Valerie slowly stands up, as a bright white light begins building in both of her hands, "You...are a jerk!" the light releases in a burst, firing right at Spider-Man, hitting him square in the chest, knocking him so far he careens off the building.

Valerie runs and looks down as he falls. She jumps off after him, assuming a sky-diving position before snatching him. Finding him a lot lighter than expected, she shoots a web up and they zip back up to safety,

"Okay, I have to admit, _that _was cool. How did you do that?"

They reach the top, and as Valerie puts him down, her expression is unamused, "I don't see any reason why I should tell you."

"Well, I see that those scratches I gave you are gone." he notes.

She presses her hand on her check, and notices that the injuries caused by the glass are already gone.

"I'm sorry, I think we got off to a rough start, literally." he extends a spandex hand, "Spider-Man."

She accepts it begrudgingly, "Is that what it says on your business card?"

"No, it says 'The Amazing Spider Man', very marketable. And you are?"

She remembers what the old man with the dark glasses and mustache called her, "...Tarantula."

"Really? Not Spider-Woman? The name would suit you."

She smirks, "Thanks, but I'm not interested in being a side-kick."

Just then, sirens blare in the distance, and both of them turn towards the noise. They glance at each other for a brief moment before simultaneously taking off, Spider-Man on his webs and Tarantula on her webbed wings.

******Author's Notes: Stayed up late to get this out, and to answer your questions, so here goes,**

******Q (from various): Is Valerie (Tarantula) stronger than Peter (Spider-Man)?**

******A: I know I've been dodging answering this question (especially in this chapter), but I would like to say there's no definitive answer. I agree with MF 22 that Peter is more experienced, but many of you are also saying that Valerie would be stronger since she's the "female spider". I would say that they both have their strengths and weaknesses, and that they both have a lot to learn from each other, in and out of the costume.**

******Q (from highlander348): How is Valerie a doctor if she still has to go to high school?**

******A: I explained this partially in earlier chapters but I'll quickly recap. Valerie is a child prodigy, who skipped several grades and graduated high school and college at an early age. But after she was hit with the radioactive beam that gave her powers, her parents removed her from her position at Oscorp and forced her to go back to high school, even though she'd already graduated several years ago.**

******Q (from MehWantsCookies, adorbs username by the way): When's Harry Osborn gonna appear?**

******A: Although I've already made a couple of references to him, he's probably not going to show up until several more chapters down the line (we're still in the middle of the events of TASM, so hang tight, he's coming!).**

******I appreciate the questions you guys. Answering questions is fun, keep them coming if you have anymore! Thanks :)**


	11. Chapter 11

Chapter 11

The sun sets over the Oscorp building as Spider-Man and Tarantula catch their breaths on a nearby building.

"Whoo! What a day. You were fantastic out there, you know that?" he asks, spinning around excitedly.

"Yeah, that was amazing." Tarantula replies, sitting down on the edge of the building.

Looking over as the bright orange light illuminates the glass in the tall buildings, she takes in the splendid view.

"Pretty sweet, isn't it?" he asks, sitting down to join her.

She nods, "I've never seen the city this high up before."

She suddenly sees a web sling in front of her face, going for her mask, "Nuh uh, you don't!" she arches her back to dodge, and his web shoots out at nothing but air.

"Hey, you can't blame me for being curious." he defends, yanking his wrist to detach the string.

"Well, who are you behind that mask?" she asks, as a breeze picks up and whips her hair in front of her face.

"Tall, dark and handsome." he replies snarkily.

Behind her mask, Tarantula rolls her eyes, "Right."

"What about you?" he follows up, lying on his stomach and crossing his legs femininely.

She takes a moment to think about her response, "...I'm a stripper."

He cackles in laughter, almost rolling off the building, "Ha ha! Yeah right, and I'm the queen of England."

Tarantula clutches her stomach as a grumbling sound comes from it, she hasn't anything to eat since this morning. She looks over at Spider-Man, who's contented himself with looking over the skyline.

"...it's getting late. I'll just let myself out." she excuses herself, getting up.

He looks up, "Already? But, all the big crimes don't happen until nighttime. You're not gonna let me beat you to the catch, are you?"

She stops in her tracks, pressing his lips together in indecision, "...maybe I'll see you around later tonight Spidey." she turns back, and smiles, "I might just beat you to it."

He snaps his fingers and points them at her, "Challenge accepted."

She looks down at the street below, tips herself forward, and swan dives down, spreading her arms to reveal her webbed wings. With her wings, she glides through the city street, using her wings to pick up momentum every now-and-then. She returns to the building where she'd hidden her case. Quickly changing out of her outfit and back into her normal clothes, she makes her way back down to the ground below. Dropping down in an alley, Valerie walks out into the busy New York sidewalks, joining the many others, completely anonymous.

Someone had left a voicemail on Valerie's cell phone. She lies down on her couch as she lets it play,

"Hey Valerie, Hayden here. Forgot to tell you this, but you're still scheduled to make a TV appearance on the Betty Brant show Tuesday night. It's this local talk show on some local channel, nothing too big so don't sweat it. I'll be there to wish you luck. This is your big break Valerie, you'll be great!"

The tone beeps and she turns off her phone as she continues to stare up at the ceiling. Hearing her stomach growl again, she reluctantly gets up and remembers that she hasn't bought any groceries for her apartment. She opens her small fridge to see that the guys only put in a case of sparkling soda. Taking one, Valerie gets her coat and heads out the door, checking Google Maps on her phone for a nearby supermarket to quickly pick up some easy meals. She looks down the flight of stairs, tempted to swing down. She lifts her arms and notices that her webbed wings no longer show up. Probably best not to bring attention to herself anyway.

She reaches the lobby floor, having found a nearby twenty-four hour market, a place called Fine Fare Supermarket. Guess Lucky's or Safeway aren't as big in New York as they are in San Francisco. Just as she reaches the front door, she runs into the old man with dark glasses and mustache,

"Oh hey, you're the kid that moved into the vacant apartment several floors up, aren't you?" he asks.

Surprised he'd even be aware of that in such a large building, she scratches the back of her neck nervously, "Uh...yeah, that's me."

"Well, it's good to see young people striking it out on their own." he comments cheerfully, "Say, did you get a glimpse of Tarantula during that robbery?"

"No, no sir, like you said, I'm several floors up. I barely know what happened."

"I was just asking because there's been a couple reporters going door-to-door asking if anyone got any pictures. I personally don't have any, I mean, who takes pictures during a robbery?" he leans in a little closer, being discreet, "Personally, I think Tarantula should team up with Spider-Man, and in more ways than one."

Valerie chuckles, "Maybe, maybe."

"Say, what's your name kid?" he asks.

"Valerie, and you sir?"

"Stan."

Valerie waves goodbye to Stan as she heads out the door. What a funny man.

She returns to her apartment with two bags of mostly non-disposable food just as the sky's completely become devoid of sunlight. She looks out her window at the majestic lights of New York City. In theory, this shouldn't surprise her, she's lived in a city her whole life, but there's something unique about New York's skyline. Almost majestic.

She turns on her television as she starts preparing a can of beans and vegetables. She flips through the unfamiliar order of channels until she finds the channel called DBC (Daily Bugle Communications), where Hayden is currently on the Betty Brant show,

"So, Mr. Gull, what is it like going from an independent company to being part of a multi-billion dollar corporation?" she asks, displaying a more down to Earth personality for a show host.

He laughs charismatically, "Well, it's been quite a shift for me and my team. While we're now part of Oscorp, we're still a separate brand and our entire original team is still together. Oscorp has been very hospitable, and they're working closely with us to further our product."

She listens to the TV interview as she mixes around the beans in the pot as she brings out a bowl and some oyster crackers. She watches as he eloquently speaks about the company, complimenting Oscorp whenever he can. For the most part, it's something she's seen him do many times before, although she'd never imagine she'd be the one to be on television getting an interview. That's always been Hayden's thing, after all, he's much better at it.

She's just finished preparing her dinner, plopping herself onto the couch when the screen suddenly changes to the emergency broadcast system. The announcer warns of a disturbance on the Williamsburg Bridge, and encouraged all citizens to stay in their homes and to avoid the bridge at all cost. So this is what Spider-Man meant when he said that all the big crimes don't start until nighttime. Valerie wolfs down the rest of her meal, turns off the TV and gets out her case. Upon opening it, she finds her costume still intact. While putting it on, she looks up directions to the Williamsburg Bridge, quickly trying to memorize the quickest way there. She turns off all the lights in her apartment, opens the window...and jumps.

**Author's Note: Question Time! Also got a really cool suggestion, which I'll put after the questions, just to distinguish, and keep things organized. If any of you guys have suggestions as well, don't be afraid to share them, and you'd get access to future story details if your idea goes through!**

**Q (from WinterRain36): Exactly what are Valerie/Tarantula's powers?**

**A: As you guessed, yes, she has organic webbing and a fast healing factor (somewhere on the level of Wolverine but not quite as durable as say Deadpool). She also can generate blasts of bio-energy, similar to Jessica Drew, which can be utilized as an area blast or a projectile. As I showed in the last chapter, she can stick to surfaces using her arms and/or legs. And finally, there's the heightened senses, strength, agility and flexibility, but we've all come to expect that from our superheros :)**

**Q (from kindleflame5): Can Tarantula fly?**

**A: Not really. She can glide using her webbed wings, gaining and losing height as she pleases, but it's not technically flying. She still needs to gain the initial momentum (she can't jump up from the ground and suddenly fly like Spider-Woman in the 70s cartoon). Also she can't fly long distances, which is fine in the context of a city, where there are plenty of buildings to use to regain momentum. Often times she has to swing onto a building to regain momentum.**

**Suggestion (from WinterRain36): Could Valerie have the ability to store various types of energies like a battery and then use that energy to channel energy blasts like the one we saw in this chapter? Say Electro fired a electrical blast at Tarantula. She could absorb the energy without incident and then fire that back as an energy pulse. She could do the same with lasers and radiation. The only drawback is she must be careful about absorbing too much or she could faint from overload.**

**Response: This is an amazing idea I didn't even consider (I was considering the electricity Electro uses and Tarantula's bio-energy to be two separate substances, but the dynamic you propose actually makes a lot of sense). The only issue is that if she could absorb his electricity, wouldn't that therefore make him immune to her blasts and visa versa? That doesn't mean I'm not going to use the idea, and once I've made the final decision, I'll PM you on the details (you'd get first dibs on future story information, it's the least I can do for helping to contribute to the story). **

**Thanks :)**


	12. Chapter 12

Chapter 12

Tarantula approaches the Williamsburg Bridge, where something is already clearly going down. She looks over from a nearby building and from her view she can see a large creature running through the gridlock of cars. So that's what the news meant by a "disturbance". She looks around, no sign of Spider-Man. She hesitates, her heart pounding, can she handle this on her own?

"Yo!" a quick burst of air sounds as a red and blue figure flashes by, "Was wondering when you'd show up!"

Tarantula dives down, gainly speed before opening up her webbed wings and soaring back up again, "Hey buddy, I got here first!"

"Fair enough, but can you beat me to the scene?" he asks, slinging another web to give himself a boost.

She watches as Spider-Man manically swings ahead. He's just as nervous as she is, but that isn't gonna stop him from pulling his usual quips. Tarantula takes a deep breath, before launching a web of her own. Closing her wings, she lets the web throw her up. She lets go, flying above even Spider-Man, and as she begins to descend, she opens her wings up again,

"Hey, that's not fair! You've got those wingey thingies." he calls out, now struggling to catch up.

"Do you know what that thing is up ahead?" she asks, as the Williamsburg Bridge draws ever closer.

"No idea. I just saw the commotion and figured I better check it out."

"Same." it's a miracle they can communicate with each other while in this kind of motion. But then again, having enhanced senses does help.

Tarantula lands on the closest bridge tower, while Spider-Man lands on the ground. The bridge is in complete chaos, people are running out of their cars, there's screaming and shouting. The creature is easy to spot among the crowd, he turns to see Spider-Man, and begins making a run for it. In his haste, the large, scaly monster begins pushing cars off of the bridge. Spider-Man goes for the nearest one, launching a web and slinging it to safety. Tarantula dives off of the tower, releasing several webs at once. Throwing them out, they attach to the cars, and holding the other ends, she opens her wings and attaches them to the bridge. She then sees that the creature is getting away, and chases after it. Easily catching up, she jumps up and launches herself off of a nearby car, landing on the creature's shoulders. The monster, nearly off of the bridge, swings around rampantly, trying to shake her off. Building up a charge in her left hand, Tarantula aims the blast right at his face. It connects, exploding in a shock of white light, sending her flying off, fried from the blast. She smashes into the railway of the bridge, her arms tearing against the bars before they break off and leave her to fall into the waters below. She shoots a web up and it catches the bridge just in time. She feels her back hit the water before the whiplash shocks her entire body. She leans up to begin climbing her web, hearing several bones snap back into place. Black smoke still searing off of her, she messily climbs up the rest of the way onto the edge of the bridge and limps after the creature. Her vision fading in and out, she is still able to pick out the large creature, but something's different. He's growing smaller, his figure becoming more human-like. He stumbles off of the bridge and into an open manhole. She collapses, unable to pursue him any further. She can hear police sirens incoming, and knows that she needs to get out of sight right away, lest she get caught by the police.

Just then, she feels a hand reach under her waist, lifting her up, "Hey, I gotcha."

Through her heavy breathing, she slowly begins to find speech possible, "Wha...why…?"  
"You don't think I'd leave my sidekick, would I?" he asks, launching a web with his other hand, and taking off just as the headlights began to surround them.

He places her on the flat rooftop of an apartment building. He rests against a nearby AC unit, also exhausted.

For a couple of minutes, neither of them speaks, surrounding themselves in the sounds of the city, and their rapid breathing. Tarantula looks up at Spider-Man. She can't tell if he's looking down at her, or if he's lost in his own thoughts, his mask covering his entire face.

Her breath returning to a more normal pace, she sits up, "Hey...where were you?"

He snaps to attention, "Wha! Oh...oh, I was getting the people out of those cars...you know...the cars up on the bridge?"

"Oh, I see."

"But...but you went after that monster thing, right? Did you get him?" he asks, his usual energy slowly returning.

She shakes her head, "No, he went down into the sewers just before I collapsed."

"The sewers? Sounds about right."

They both chuckle a little bit. Tarantula looks over his shoulder and see the bright moon peeking just behind a tall building, "Wow...look at that."

Spider-Man turns around and sees it as well, "Hey, you can see the moon. That's pretty rare. Some building's usually blocking your way." he slowly gets up on his feet, "Can you stand? I wanna show you something."

She cautiously stands up, but finds that her body is now free of the aches and pains that plagued her minutes ago. Spider-Man slings down the building and she follows. He swings up, latching and crawling up the taller building. He runs across the building before diving off again. He makes a straight shot for the tallest building in New York City, the Oscorp building. They reach the top, and Spider-Man quickly covers Tarantula's mask just as she reaches the top,

"Don't look, just, just trust me."

Her first instinct is to snatch his hand away, at this angle he could easily pull her mask off. But, something tells her that isn't his intent. With his other hand, he guides her to the edge of the building. With her enhanced hearing, she can hear the noisy streets below come closer with each step.

"Okay...now!" and he swipes his hand away.

Her mask still on, she now only sees the full view of the midnight moon, large and up close. It's as if she could reach out and touch it, "Oh my gosh...this is amazing."

"Pretty cool, huh?"

She nods as they both sit on the edge of the roof. Tarantula suddenly chuckles a little.

"What's so funny?" Spider-Man asks.

She tucks her legs in and hugs them with her arms, "I think I'm starting to like this whole superhero thing."

"Who said we're superheroes? For all you know we could be the bad guys." he says jokingly, energetically using his arms to express himself.

She laughs some more, "Oh yeah, a bad guy saves people from suspended cars. It's right there in the job description."

"Hey, you gotta admit, I'd make a great villain." he gets up, "I could go into a bank and be like, _nobody move_! Then I'd shoot my webs at all of them, so they literally couldn't move!"

"I can just imagine you walking out of there carrying a bag of money with a huge dollar sign over your shoulder." Tarantula joins in, "Explosions in the background."

"And I'd have a different outfit too. Maybe...how about all black?"

"And you'd be _darkand depressing and totally edgy_." she parodies with a mock-gravelly voice.

They both fall to the floor laughing, Tarantula nearly tipping off of the building, but catching herself just in time. She looks over the edge, just to make sure she's still secure. She then turns back to see Spider-Man right in front of her face. They stare at each other for a couple of moments, but then he backs off,

"Uhm...look, I'm sorry I...I have a girlfriend."

"I wasn't suggesting anything." she tells him, sitting back up.

"Look it's getting late...I...it's been great you know? We...we should do this more often...but...but not...you know...like that-"

Tarantula jumps up from her spot, firing herself right at Spider-Man, and pulling him into an embracive hug before whispering in his ear,

"It's okay Spidey, I don't mind the friend zone."

She releases herself from him and jumps off of the building. Spider-Man looks down from up-top, watching her wave goodbye, a melancholy smile on her lips, before spinning in mid-air, unfurling her wings, and soaring off into the night.

**Author's Notes: Question/Suggestion time!**

**Q (from MF 22): A Stan Lee appearance, huh? Wow, he's everywhere. He was even in Guardians, which was hilarious and awesome.**

**A: Yes, he was. Originally, he was just going to be in that one moment where Valerie/Tarantula saves him from the robbery, but since nobody was picking up on it, I decided to make him a recurring minor character (kind of like in the Spectacular Spider-Man cartoon series). And he's in Guardians? Yassss, I need to see that movie, been wanting to, but my Marvel movie buddy hasn't been free lately.**

**Q (also from MF 22): Peter had organic webbing himself at one point. So it's not outside the realm of possibility for her to have it. Would he be getting it, though? Or are you using only his baseline powers? **

**A: I'm using Peter/Spider-Man's powers from **_**The Amazing **_**series, so no organic webbing here, unless he gets it in the movies, then he'll get it if/when we reach that point in the series.**

**Q (from kindleflame5): So the webbed wings are apart of Valerie and not her costume right? She could jump off a building and then just glide to the ground. Is that correct?**

**A: Yes and no. The wings are made from her organic webbing, but she needs to be wearing her costume to use them. So if she tried summoning her wings while in civilian clothing, she'd fall flat on her face (she can still use all of her other abilities without her costume).**

**Suggestion (from highlander348): I think Valerie could be slightly stronger than Peter but he is faster than her. A lot of the Spider-Women in the past comics were in fact stronger by two to three tons then Spidey. Not all that much really. So say Peter can lift ten tons on average then it stands to reason Valerie should be able to lift twelve tons or so.**

**Response: I've already come to the conclusion that Valerie/Tarantula is at least slightly stronger than Spider-Man (you're right, she shouldn't be **_**that**_ **much stronger than him, she already has more powers than he does, and I'm always concerned about pushing her into Sue territory). As for faster, that's up for debate, since Peter/Spider-Man is probably the better web-slinger, but Valerie/Tarantula has the advantage of the webbed wings. I'd like to hear what other readers think about this, but for now, thanks for the suggestion!**

**(Also WinterRain36 I saw your elaboration on your suggestion, thank you for that, didn't want to put it here though since your original suggestion was already in the last chapter and this Author's Note section's getting long. Just wanted to say that I saw it, and that you might have to wait a while for me to come to a decision, we are still kind of far off from meeting Electro)**

**Thanks :)**


	13. Chapter 13

Chapter 13

Valerie couldn't summon any appropriate speech when her father rings her doorbell that next morning,

"I thought I'd take you to school." he tells her, "Dear, don't lean on the doorway, you'll break it."

She takes her back off of the door, crossing her arms, "Uhm...well, alright. Let me just get ready. ...come in?"

He follows her in, while Valerie walks into her room to change, "Gee, this sure is a nice place you got yourself."

"Yeah, Oscorp got it for me. Very convenient, since it's pretty close to work."

"That's kind of what I want to talk to you about-"

Valerie steps out, now dressed in a striped polo and khakis. Her father gives her a strange look, and she responds by raising an eyebrow,

"What? I'm not in a mini skirt and tube top am I?"

"You remind me of a female Rene Lacoste."

"Who?"

He chuckles, "Before your time. Shall we go?"

They take the elevator down to the lobby floor, but the elevator makes one more stop at one of the lower floors,

"Hey Stan." she greets the elderly gentleman.

"Valerie, how are you?"

She nods, "Rather well, and you?"

"Oh, I've been alright. Say, you hear about Spider-Man and Tarantula taking on the Lizard last night?"

"Yeah, I saw the emergency broadcast."

"Sounds like something straight out of a comic book." her father dismisses.

"I agree. They should get on that." Stan smiles.

Valerie waves goodbye to Stan as they part ways.

"Who was that?"

"The school librarian, he lives in the same building, pretty cool, huh?"

Her father pauses, "Valerie, you aren't spending all of your time in the library by yourself-"

"I've already read most of their fiction section, I checked. And even I'm not interested in reading twenty-year old editions of National Geographic."

"I just want to know if you've made any friends is all."

"Yes I have, Dad. Don't worry." she assures him.

"That's good. That's what your mother and I've been worried about. You've never seemed to have a life outside of work or school."

"Isn't that what every parent wants?"

He shrugs, "It's best to have a balance."

They wait for a train in the station, along with hundreds of other passengers,

"This is nothing like BART, much more crowded." her father comments, shrinking into himself as he's squished into an equally crowded train.

"It empties out when we get past the downtown area."

She's right, and the train has mostly cleared out by the time they reach the Midtown area.

"Why did you guys choose a school so far away from my apartment?" she asks.

"Because the schools near you are very...posh. And we know how you fared in a school like that."

"Hey, I met Steph at Sacred Heart." she defends, while also showing an expression that telegraphs she agrees wholeheartedly.

Sitting in a seat facing the window, she easily spots a familiar face walking up to the train, "Oh god no." she mouths silently.

Flash, clad in his letterman jacket, walks in, and instantly spots her, "Hey, Val!"

He sits in the seat next to her, getting just a little too close for comfort, "Didn't get a text from you all weekend, I did give you my number, right?"

"I was...busy." she excuses lamely.

"No big." he takes out his phone, raises it in the air and flips it so that the camera is facing them, "Say cheese!"

Valerie tries to smile without also cringing or smacking him in the face. Flash turns the phone around to examine the picture,

"Hmm...not bad. #firstdate?"

"On a train?" she questions, her patience dropping.

She looks over to her father, who's awkwardly looking the other way. Thanks Dad.

"And what about you and Liz?"

He shrugs, "What about us?"

"Aren't you two still together?"

"Not...exclusively."

She grimaces, trying to think of a way to get rid of him, or at the very least shut him up, "Well, you do know that studies show that monogamous relationships are actually better for overall health and relationship success." she makes up on the fly, having no idea if what he just said is true or not.

"Really? Well then, who do I choose? I mean, just between you and me, Liz has been kind of annoying me lately."

No kidding, "Well, if you're dissatisfied with Liz, what's wrong with being single?"

He gives her a disgruntled look, "I...I don't know."

"Then what's stopping you?"

The train arrives at their destination, and Valerie waves goodbye to her father as Flash leads her off of the train. He waves back and smiles cheerfully, although there's a twinge of nervousness in his expression.

"Hey Flash!" Liz rushes over to him, as they approach the school entrance, "Oh, hey Val."

"Hey." she half-heartedly greets.

She pulls his bulky body into an embracive hug, "So Flash, we're going to the Halloween dance together, right?"

He looks over at Valerie, who crosses her arms in expectation, "Uhm...Liz...I...I don't really want to."

"What?! Flash, we always go to the school dances together, it's our thing!" she protests.

"I mean...to be honest...I don't have a lot of fun at those dances. It gets hot and crowded, and the food is never very good-"

She looks around as other students begin to pick up on their conversation, "Let's continue this in private."

She grabs his arm and drags him off, looking back at Valerie to give a warning sneer.

"Yikes...should I even ask what that's about?" Valerie turns around and sees it's Gwen.

She takes a heavy breath, "I'm not sure if it's exactly classified information, but I'll spare you the high blood pressure."

Gwen chuckles, "Liz has been hauling that boy around for as long as I can remember. But don't let her intimidate you, she's mostly just bark."

Valerie smiles. Gwen is more the type of friend she prefers, she sort of reminds her of Steph, except less...hyper. Thinking of Steph, she remembers the promise she made to her, and she certainly couldn't ask Flash or Liz right now.

"Hey Gwen, are you going to the Halloween dance with Peter?" she asks, hoping the question isn't too out of the blue.

"Yeah. You'll be staying long enough to attend? I mean, you should go, it'll be fun."

"I'm not sure if I'll be able to stay long enough, I haven't exactly been given an idea of when I'll be able to go back to work. But if I were to go, wouldn't I need a date? I wouldn't mind with you and Peter, but I'd assume you'd want time to yourselves, and I lest I need to explain the concept of a 'third wheel'."  
She chuckles, "I think I might have a solution for you. Meet me at the start of lunch by the chemistry lab."

"Alright." I agree.

Just then, Peter appears, looking a little drowsy, "Morning everyone. What're you two talking about?"

"I'm getting Valerie a date to the Halloween dance." Gwen explains, grabbing his hand.

"Oh, that's nice. Who do you have in mind? I mean...to be honest I can't really think of anybod-"

She smacks him upside the head, "It's...a surprise, okay?" she turns to Valerie, "Don't worry Val, I have the perfect person in mind."

Peter suddenly gets a look of realization, "You...you're not thinking of-"

"Shush! Don't ruin the surprise." she places her finger on his lips just as the warning bell rings, "See you during lunch, Val!"

Valerie giggles as she watches Gwen and Peter walk off together, Peter still frantically trying to talk Gwen out of whatever plan she has for Valerie. Although she'd never admit it, Valerie enjoys seeing Peter sputter and attempt something resembling a cohesive argument, very adorable. Gwen found a good catch.

******Author's Note: More questions!**

******Q (from kindleflame5): You mentioned Valerie's healing factor on par with Wolverine's but not as durable as Deadpool. What does that mean? If she had a limb like a hand cut off she could not regrow that but Deadpool can? Is that right?**

******A: Sort of. I was referring to the rate at which they regenerate. With Deadpool it's usually instantaneous, and he's often considered immortal (hence the thing he has with Death), while Wolverine can also heal quickly but can still feel pain and can die (but for both these instants it also depends on the current writer). Limb regrowth is another thing entirely (at least in the realm of writing superheroes). I wouldn't know whether Valerie/Tarantula can regrow a limb, and I probably wouldn't be able to find out without dipping into Rated M material. Also, who would be interested in seeing Deadpool make an appearance in Tarantula?**

******Q (from highlander348): Is this the start of something between Peter/Spider-Man and Valerie/Tarantula? I think they make a lovely pairing and hope they eventually get together. **

******A: To be honest, I don't know. My brain is literally teasing me on whether or not it wants them to be a couple. I do know if they were to be a couple, it would have to be after the events of TASM2 (need I explain why?).**

******Suggestion (from WinterRain36): Valerie/Tarantula needs to find a deserted place and test that power. See how much of a large blast she can fire and how long for example.**

******Response: I've contemplated doing something like that earlier on in the story (like around the time she first gets her powers). But I couldn't find a way to execute it without feeling like I'm ripping off the scene from TASM. And also since she lives in the Manhattan area, there really isn't a quiet/empty space around there to practice her powers. I figure she'll gain experience from working in the field.**

******Misc. Responses:**

******Ravenmore45: Very interesting thoughts on organic webbing vs. artificial webshooters. I'm not as familiar with Ben Reilly and so I forgot about his ability to use other types of webbing. Why doesn't Peter use this? I don't know, maybe he's just an old codger unwilling to give up the old ways.**

******highlander348: Ah yes, Ultimate Spider-Woman (the clone one) and Mattie Franklin along with Jessica Drew, the male Tarantula and Madame Web were all inspiration for Valerie/Tarantula (along with several other non-Marvel related things). I'm also flattered to hear that Valerie is one of your favorite Spiderwomen (which is what I guess we're calling spider-based female superheroes, someone make a calendar!).**

******MF 22: Thank you for the clarification on male/female spiders venom vs. physical strength. While Valerie/Tarantula isn't exactly a clone of Jessica Drew, she does heavily draw influence from her as mentioned above. I want to keep the general 'who's stronger' question ambiguous, but this gives me more information to put into consideration when writing. Also, still haven't seen Guardians…really need to get to that before school starts.**

******Thanks :)**


	14. Chapter 14

Chapter 14

Valerie holds up her notebook nervously as she approaches the chemistry lab where Gwen leans against the wall, waiting expectantly.

"Great, you're here. He's waiting inside." she tells her, "One warning though, he's kind of shy, so, it might take him some time for him to get use to you."

"Uhm...okay." Valerie thinks back to all those shy guys back at her other schools. She'd always perceived their shyness as rudeness or snobbery. She'd never realized until she had Hayden to explain how hard it is for some guys to actually talk to girls.

Gwen walks over to the only person in the room, a naturally big, pale, blond boy,

"Hey Eddie, I have someone I want you to meet."

Eddie looks up at Valerie from his work and smiles, "Oh...hi."

She waves back, "Hi."

"Valerie, this is Eddie Brock. Eddie, this is Valerie Polina. Alright, I'll leave you two alone, so you can get to know each other. Don't have too much fun, okay?" Gwen giggles as she slips out of the lab.

With not much to say, Eddie scratches the back of his head, "Uhm, wanna get some lunch?"

They walk through the hallway to the cafeteria, both of them rather silent. Valerie wants to speak up, but there isn't anything she can think of for them to talk about. Everything that comes to mind sound awfully forced or cliche. What are your hobbies? Do you have a job? What are your classes?

"I haven't seen you around before." he points out.

Guess she's actually the shyer one out of the two of them.

"Yeah, I've only been here a couple of weeks. It's sort of a temporary arrangement." she explains.

"Oh, are your parents in the military?" he asks.

She shakes her head, "Nope, but I don't think you'd believe me if I told you the truth."

"Oh...I see." he smirks awkwardly, his head tilting and his lips going slightly sideways.

They both grab school lunches and find a table outside. On their way, they pass Gwen and Peter's table, where Gwen waves excitedly to Valerie while Peter slumps his shoulders and twists his lip.

"Hey, what were you working on in the chemistry lab?" Valerie asks Eddie as they sit down at an empty table.

"Oh, just sciency stuff. It's a project for AP Chem, and my lab partner bailed out on me, so I'm stuck doing all the work...again."

"Seriously, who's your lab partner?"

He looks over his shoulder, "...Flash Thompson."

"Flash, taking AP Chem?! Who'd have guessed?"

"I know, right?" he agrees, "He's actually quite smart, just really lazy, and I'm sure having basketball practice everyday doesn't help."

Valerie crosses her arms, "Yeah, but what I can't grasp is: why are you taking orders from him? You're even bigger than Flash, you could totally take him."

"It's just...easier I guess. I get work done more efficiently on my own anyway." he twists to the side, lifts up his black jacket, and flexes his arm, revealing tone muscle, "I'll take the size thing as a compliment."

"It was meant to be a compliment. Do you play any sports?"

He pulls his jacket back down, "No, I lift weights. I know that sounds really dude-bro-like, but it's good for relieving stress in my opinion."

Just then, Flash and Liz march up to their table, along with several of Flash and Liz's friends.

"Val, I didn't know you were going out with Baby Brockster here." Liz confronts snidely, her friends reinforcing her by giggling in the background.

"We're just friends." she tells her.

"Baby Brockster's finally talking to some girls." Flash knuckles Eddie's head, messing up his hair.

"Would...would you please leave us alone?" Eddie asks, his soft-spoken tone not getting across very well.

"Oh, excuse me! Baby Brockster wants to have some alone time with his girlfriend." Flash raises his hands in defense, "Personally Val, I think you could do better."

"_Personally_, I think it's rude to voice that kind of opinion out loud." Valerie rolls her eyes.

"Hey, I'm just trying to look out for you Val." he shrugs.

"No, you're looking for a second squeeze since Liz here isn't cutting it." Eddie counters, raising his voice. He gets up from his seat, "Now would you please leave us alone?"

Flash's friends give a synchronized "ooooohhh" as Flash looks up at Eddie's intimidating figure.

"What, is Baby Brockster gonna throw a tantrum? Put on his big boy pants now?" Flash asks, giving Eddie a light push.

Valerie, knowing exactly where this is going, gets up and puts herself in front of Eddie, "Flash, would you stop?"

"No, I think it's you who needs to stop." Liz counters, coming in from the side and pushing Valerie against the table, "Nobody likes you here."

"I don't need your approval." Valerie gets off of the table to see a proud Liz standing with her arms crossed.

"Oh, get off your high horse!" Liz reaches out to push her again, but Valerie catches her wrist, twists her arm so she can get behind her, presses Liz's arm behind her back, and slams her onto the table with all of her weight.

With her other hand, Liz smacks Valerie in the face, knocking her over the table. Valerie can see these moves coming from a mile away, but she can't come off as too strong, lest she come under suspicion. Just strong enough to keep Liz at bay.

In the corner of her eye, she sees Flash knock Eddie down, further escalated by the growing chant of their friends.

She's prepared for Liz's next move as she comes down with her Ugg boot. With both hands, Valerie grabs her shoe and twists it sideways, causing Liz to lose balance and fall over. Valerie picks herself up to help Eddie, who's lying on the ground, ready to receive Flash's fist.

"Hey, what's going on?!" a teacher's voice calls out.

Valerie sits in front of the dean's office along with Eddie. After school detention isn't that bad, although it does mean cutting into her time as Tarantula.

"This sucks." Eddie confesses, "I've never gotten in trouble for anything."

"It's a wrongful conviction as far as I can tell. I didn't even see you throw a punch." Valerie points out.

"Doesn't matter. You can't get people like Flash and Liz in trouble, that's why it's just easier to, put up with them for a while."

"Well I'd rather get in trouble." Valerie laughs, "Besides, it's just one detention, you have to do it at least fifteen times for it to go on your permanent record."

"How do you know that?" Eddie asks.

Valerie pauses, "I got into my fair share of mischief at my old school."

"Really? What did you do?"

"Well, there was this guy at school." she begins, "He made this 'Hot or Not' voting app where you could vote on classmates and see the results. But he rigged the results and I was stuck on the very bottom. I didn't care about the results, but everyone else did, and after taking enough of their bull, I tracked him down and locked him in the chemical shower for a bit of revenge."

Eddie blinks several times, "Wow…wow, I'm, I'm sorry, I just didn't expect someone like you would be able to do that. Did you get in trouble?"

"No, I'm actually surprised I got in trouble for this. Most of the schools I've gone to teachers turn a blind eye to everything." she rethinks her statement, "Except for this Catholic school I went to, they were terribly strict there."

"Oh, totally. The teachers only step in when it's the popular kids who're in trouble, if ever." Eddie agrees.

"No talking!" the dean shouts from his office.

Valerie and Eddie silently chuckle, but remain quiet for the duration of their detention.

******Author's Notes:**

******Q (from highlander348): Couldn't Valerie date someone like Harry? She must be awfully lonely at times.**

******A: That was the original plan (I would've had the story start in-between the events of TASM 1 and 2 and have her and Felicia fight it out for Harry and maybe Peter) but I felt Valerie needed more fleshing out and I also wanted to introduce more characters from the non-movie universe. So the person Valerie will date is up in the air right now.**

******Misc. Responses:**

******WinterRain36: You're right, Oscorp probably does have a reinforced lab for her to test her bio-energy blasts. Do you mind if I actually use that a little later down the line? It's a great idea and combined with your suggestion on Valerie's power I really should be giving you a goodie-bag of some sort, shouldn't I?**

******MehWantsCookies: Were you correct? Although Eddie isn't technically her date to the dance...yet. And yes, Stan Lee is a minor recurring character, sort of like The Spectacular Spider Man cartoon.**

******kindleflame5: Very interesting thoughts on violence in media, although I'm probably more sensitive to it due to how my parents raised me (I wasn't allowed to watch PG-13 movie until just a couple of years ago, with TASM being the first one). And unfortunately I'm not entirely familiar with the works you reference. I've only seen the pilot of Arrow (everyone insists that Season 2 is better, but I have to put it on my "eventually" list). I still haven't seen Guardians, and while I've seen it's predecessor, I also haven't seen Dawn of the Planet of the Apes. I wanted to, since it takes place in and near my hometown, but fate is cruel. And speaking of my audience, who here is familiar with the Spider-Man comics? Or do you know him from movies/TV? I'd like to get a survey of who's familiar with what.**

******N (like from Death Note?): Hmmm…Sacred Heart seems to be a very common school name (that's kind of why I used it in the first place). Although it's very unlikely we go/went to the same Sacred Heart but, it's the internet, anything's possible.**

******HopeAndHeartache: So in total we've got two votes for Deadpool (the other being from kindleflame5). And while I agree he'd be a good foil for Harry, I have a hard time imagining a scenario in which non-Goblin Harry would be talking to Deadpool (merc for hire, maybe?).**

******Lastly an announcement. I will be starting school next week and will have considerably less and less time to work on these stories until I have to drop out completely (I also notice my general readership has dropped considerably so I'm assuming that many of you are also getting back to school). Just wanted to give you guys a heads up ahead of time, and to also thank you in advance for all the support you've given this story. If this is my last update, I'll see you all come summertime!**

******Thanks :)**


	15. Chapter 15

Chapter 15

Valerie rushes up the stairs to her apartment, but even her super-powered legs don't seem to carry her fast enough. She stops halfway up, realizing that, she can climb walls. Looking around to make sure nobody's in the hallways, she runs up to the railing and jumps up, gliding momentarily in the air and grabbing the railing of the new floor. She's up to her floor in seconds and practically punches her door open. Crossing the apartment to her room, she reaches behind her dresser and pulls out the silver case. Setting on her bed, she opens it, proudly gleaming at the neatly folded costume inside. She'd already lost more than an hour of her usual time in detention, and she couldn't stay out too late either, since she still had school the next day.

Just then, there's a knock at the door. Who could that be? She quickly snaps the case shut and returns it to its hiding place. She leaves her room and reaches the door much less enthusiastically than how she'd come in.

"Hey Valerie, there you are." it's Hayden and Felicia.

Oh...the interview on the Betty Brant show! She'd completely forgot!

"Hey guys." she responds, smiling awkwardly.

"We called your apartment an hour ago, but nobody answered. Were you at school?" he asks.

She nods slowly, "Yeah...but, isn't it kind of early to be picking me up for the interview?"

"We're actually here to help you get ready." Felicia tells her, lifting up a large black box.

She looks behind her to the clock on the kitchen wall, "...four hours in advance?"

"Yes, there's hair, makeup, and also you've gotta try on these new dresses I bought for you." Felicia explains, "Thankfully, Oscorp had your size on file, but you never really know how a dress is actually going to fit until you try it on so...yeah. Four hours is just enough time."

Felicia is certainly much friendlier than when they'd last encountered, maybe because she isn't currently encroaching on her "Normie".

"Well, come on in then." Valerie moves away from the door and gestures for them to enter, "Excuse the mess, I just got home from school. By the way, how did I not see you two on the way up?"

"We took the elevator." Hayden replies, "There's no way I would make Felicia carry that twenty pound beauty kit up several flights of stairs."

"Oh Hayden, you're so thoughtful." Felicia blushes, setting her kit down on the dining room table. She opens it up to reveal multiple drawers and compartments. Included in her kit is a main compartment in which she was somehow able to pack multiple long, flowing dresses which she removes with ease, "So, I figured for the interview you'd want something semiformal, but not too formal."

These dresses are more...girlier than the buisness suits Valerie was use to. Some of them had bows, lace, or ribbon.

"Oh...I like this one." Hayden lifts up a blue sundress.

"Couldn't I just wear my own clothes?" Valerie asks, sifting through the colorful assortment.

"Unless you have something _gorgeous_, usually for interviews you want to wear something new." Felicia explains, "Oh, this one's perfect!"

She brings up a floor-length crimson red dress, with short flowing sleeves and a low dipping cut. Valerie winces, she couldn't see herself wearing something like that. Felicia sees her expression, and smirks, rolling her eyes,

"C'mon, at least try it on."

Valerie slumps and sighs, before reluctantly grabbing the dress and heading for her room to change.

"Yay, thank you! You'll love it, I promise!" she squeals excitedly.

She practically slams the door behind her. She virtually hates Felicia right now, she gets highly defensive when Mr. Osborn showed even the slightest gesture of favoritism, and now she's flirty towards Hayden?! Valerie's first thought to her motive is revenge, but maybe she's ladder-climbing, trying to get on the good side of anyone in higher standing. She could be doing that with her right now…

"Hey, are you done in there? It does fit, right?" Felicia asks from outside, as Valerie zips up the back of the dress.

"Just one more moment!" she calls back.

Her eye catches the small slip where she'd hidden the case and she sighs disappointedly. Doesn't look like Tarantula will be coming out tonight.

She walks out, her walk brisk and determined, trying to conceal her anger towards Felicia.

"Wow...you look great." Hayden admires, his eyes glazing over.

"Thanks. You were right Felicia, I actually kind of like this dress." Valerie admits, attempting to be friendly.

"See? I told you you'd like it, and it fits you perfectly." she goes back to her kit, "Now, time for hair and makeup."

Felicia pulls her over to her small bathroom, where she sets up a chair from the living room and has Valerie sit in front of the mirror while she gets to work. Hayden waits outside, beauty clearly not being his forte. Combs, brushes, water, hair dryers, curlers, mousse, and gel came first, followed by foundation, concealer, eyeliner, mascara, eyeshadow, brow pencil, lipstick, gloss, and blush. Felicia talked the whole way through, as if she's doing a makeover at a sleepover, and the subject inevitably falls to men,

"So...Hayden is single, right?" she asks curiously, working her completely straight hair through the curler.

Getting right to it, are we? "Yes, he doesn't date much."

"Really? Because, I think he's quite-"

"I know."

She sighs, "That obvious, huh?"

"Sorry."

"But I mean, why not go for him?" she asks, "I mean, I like him, but at the same time I think you two would be a cute couple."

She shrugs, almost hitting the hair dryer in Felicia's hand, "He's too old for me. We've known each other for years, and in California, it wouldn't have been legal, I'm not even sure if it's legal here. I'm seventeen, he's twenty-five, I'm amazed we're friends at all."

"Oh my gosh, he's that old!" Felicia realizes, "Well, that certainly changes my perspective on things, I could've sworn he wasn't a day over twenty-one."

"And you know what they say about dating people you work with." she adds in.

"I don't know, working out pretty well for me."

Valerie raises an eyebrow, "So you are dating Mr. Osborn?"

"It's not dating per say." she argues, "The guy just gets lonely sometimes, working up in that office, with mostly just men. And he and I are super close, I don't think there's anyone else who knows him better."

And she said Hayden's old...Valerie scrunched her face to avoid tipping off Felicia on her feelings of this "relationship".

Felicia puts on the final touches to Valerie, and steps away, "Ta da! Perfect!"

Valerie looks up at herself in the mirror, not being used to having makeup on, she feels like it's caked on, she looks fake.

"Does it really have to be so much?" she asks, touching her blushed cheek.

Felicia pulls her hand off of her face, "Yes, a little more will telegraph better on TV. Now c'mon, we're going to be late."

Valerie looks over at the clock, they have about forty-five minutes till the interview starts. That was fast.

She and Felicia leave the bathroom and Hayden blinks several times at Valerie's new appearance.

"It's rude to stare." she points out, opening the front door.

They make their way down, into the moonlit streets of New York. Valerie notices that it's starting to get darker earlier, what with autumn in full swing. Up in the bright skylights, she notices a flash of a figure in red grace a rooftop, before vanishing. Sorry, Spidey, you're on your own tonight.

******Author's Notes: ugh...I'm sorry if these responses (and this chapter) is insufficient. School is killing me from the inside out, and it's only day three. But the update is here (writing it is the only thing keeping me up as I finish my AP homework)**

******Misc Responses:**

******highlander348: Oh, I wish I could update once a month or more like I did during the summer (I was updating at least once a week for crying out loud), but to put you in perspective of how my time is quickly shrinking, I have three Honors/AP classes, I'm in two school choirs, Japanese club, and I'll be auditioning for the school play in two weeks. Anyways, thanks for the support, I'll try to update when I can, because I really love seeing you guys' opinions and am very invested in these characters.**

******kindleflame: I have been considering diverting from the films' original plots (hence the question about Deadpool, I'm also considering bringing in Venom or Mysterio). I was actually worried about straying originally since I thought that my audience would only be familiar with the movies. Guess I know better now, thanks!**

******WinterRain36: I know I have been skimping on the action portion of the story. I don't want to give away all of my action writing beats at once, so I'm starting slow and ramping it up steadily, but please tell me if I'm going too slow.**

******Thanks :)**


	16. Chapter 16

Chapter 16

The city lights are bright as Valerie exit Hayden's car with Felicia.

"I'm going to try to find a place to park. In the meantime, good luck Valerie, you'll be great." he tells her, smiling.

She smiles back, and gives a small wave before he drives off. Felicia leads her to the backstage entrance, where two tall bodyguards block the entrance. Felicia shows them their pass and they allow them in.

"Will there be a pre-interview?" Valerie asks, remembering the several times she accompanied Hayden to an interview, but seldom participated.

"No, Betty likes to do honest interviews, that's why her show is so popular."

"Oh..." pre-interviews are when the interviewee and the interviewer discuss what the interview will be about before the cameras start rolling. Valerie will be completely unprepared.

In the small backstage waiting room, she and Felicia wait for the call, Valerie occasionally helping herself to a jelly bean from the bowl put out on the table. Felicia's phone rings, and she picks it up,

"Yes Normie? ...oh..." she looks over at Valerie, "No, I think she might be busy right now."

In between eating a few jelly beans, Valerie turns around and cocks her head, "Busy doing what?"

She smiles widely, "Uhm...never mind, here she is."

She hands her the phone, and the voice of Mr. Osborn comes in loud and clear, "Valerie, I just want to wish you luck on your interview. I know you're probably nervous right now, but don't be. Betty's a wonderful interviewer."

"Thank you Norman." she formally replies, twirling a lock of her hair.

"Also, can Felicia hear us right now?" he asks, his tone lowering slightly.

She glances Felicia out of the corner of her eye, and sees that she's glaring at her impatiently, her arms crossed.

"Yes, she's in the room with me."

"Go somewhere private. I need this to be between us."

Valerie gets up, and leaves the backstage room. Not sure if she's allowed to talk in the backstage hallway, she finds a bathroom and slips in.

"I'm alone." she tells him.

"Good. So, I see you've been making good use of the suit." he begins, "The press hasn't decided on a name for you yet, but personally, I'm pushing for Tarantula, much more original than Spider-Woman."

"Yeah, I was kind of thinking the same." she agrees.

"Speaking of, I see you've partnered up with that Spider-Man." he mentions, his tone shaky.

"Yes, we sort of...ran into each other. It sort of just...happened."

"Well, thing is, Oscorp has had Spider-Man under surveillance ever since he stole his powers from us." Mr. Osborn confesses.

"Why's that?"

"We think he snuck into our nn facilities and stole our research on our radioactive spiders. And now he's using the technology for himself." he explains, "The spiders' venom is mapped to its creator's genes, so its properties wouldn't work on me. That's why we were trying to alter them with the radioactive lasers, but ever since you got hurt the safety department's been breathing down our necks. I mean, imagined if you'd sued!"

She chuckles, "Sue you for giving me superhuman powers? I'd consider it a gift."

He sighs, "Valerie...my life's goal has always been to perform miracles, to leave behind a legacy. And...and with you, I think I've accomplished that goal. You're only just starting out, but you've already done so much, and there's so much more you can do. And me...let's face it, surgeries or no surgeries, I'm fading fast. I'm in so much pain, all the time...I can't handle it anymore. I've cancelled my further operations, don't tell Felicia. I'm still got about a year left, but it doesn't feel that long befo-"

His voice cuts off, although the line is still on. Valerie hears a crashing sound, like something falling, "Norman...Norman?! Mr. Osborn, are you there?!"

She runs out of the bathroom, nearly knocking over someone carrying coffee. The cup flies out of her hand, but Valerie catches it mid-air and hands it back to her in a split second before dashing to the backstage room,

"Felicia, I think there might be something wrong with Mr. Osborn, who's with him?!"

"His nurse should be with him, I'll call her." she assures her, as Valerie passes back her phone.

Just then, a man enters the room, "Showtime Dr. Polina."

"Okay." she responds, "Felicia, make sure he's alright, okay?"

"Of course I will." she promises.

Valerie nervously follows the man to the edge of the stage. From there, she can see a well-lit stage, as well as a full house audience. In one chair is a well dressed woman with short brown hair,

"And now, for my guest tonight, I have not just an up-and-coming figure in the world of science medicine, but also a child genius. Please welcome: Dr. Valerie Polina!"

There's applause in the audience as one of the stage hands pushes her on. Valerie slowly walks up the stage, trying to anticipate her every move. She shakes hands with Ms. Brant before taking a seat in the chair opposite her.

"So doctor, I know we seen _plenty_of your business partner Hayden Gull, that many of us thought he was the one running the company, but it's actually you. How do you feel about that?"

Valerie pauses for a moment. She doesn't really have an opinion on that either way, "Well, I mean, Mr. Gull enjoys the spotlight, while I prefer a much more private lifestyle. He's much better at interviews anyway."

"Well, in my humble opinion, I think you're doing a wonderful job. I've been trying to get an interview with you since you came to New York, I think the world should know about your work. Could you tell us about what your company is doing at Oscorp?"

This is the easy question, "Well, most of what we're doing with Oscorp is still under wraps. I can tell you that we're making improvements to the AutoRevive system, and looking into supplying them to more developing countries."

Ms. Brant's face lights up, "Oh, aren't you the philanthropist! Speaking of philanthropy, you're often compared to Tony Stark of Stark Enterprises. Do you possibly also have a flying mechanical suit?"

She can't help but chuckle, "Oh, no mechanical suit, I promise. I've never met Mr. Stark personally, but I'm certainly not as rich or as charismatic as I hear he is."

"Wouldn't it be amazing to have one of those things though?" she asks, going slightly off-topic.

Valerie nods, "It would, looks a little heavy though."

"Moving on." she continues, collecting herself, "You're so young for a CEO, how did that come to be?"

"Well, for one, I was very lucky." she explains, "My first grade teacher saw that I was much more advanced than the other kids...and that the other kids were beating on me constantly. So, she applied me to skip to the next grade, so I'd be in a more advanced class and away from those kids. But...second grade wasn't any more advanced than first, and now the kids were even bigger, so it was a lot easier for them to beat on me too. So I kept asking to skip to the next grade, and that pattern continued all the way through high school."

"And you graduated high school at...eleven?" Ms. Brant asks.

"Yep, and I was valedictorian." she reminisces, "I remember giving my speech during graduation and spotting some guy snoring in the third row."

"Did you call out on him?"

She shakes her head, "No, I was nervous enough as it was. And I wasn't going to end my final year of high school getting beaten by kids seven years older than me."

There's a gasp from the audience. Even Ms. Brant looks surprised,

"So...I see you've had your fair share of bullying while at school. Care to share a little more?" she asks carefully.

"Well, I think it happens to everyone in one way or another. You kind of just have to learn to deal with it. Personally, I don't think I handled it too well when I was in school. I talked back a lot, and then when they'd run out of words, they'd use physical force."

"So would you say that bully victims just have to 'suck it up and deal with it'?"

"No, no, no, I didn't mean it like that. I'm saying that you should try to do something about it, whatever that may be. But at the same time, you don't want to stoop to their level, although I'll admit to doing that a couple of times. My solution was to try to skip to the next grade, hoping the next one would be better. And when I was forced to complete an entire year of high school to properly apply for college, I felt trapped."

A buzzing noise comes from the studio and Betty rubs her eyes, "Oh...doctor, I'm afraid we're out of time. That...that was...thank you for sharing that with us today." she gets up and gives Valerie a tight hug, Valerie, caught off-guard by the gesture, doesn't quite know how to react.

She waves goodbye to Ms. Brant as a stagehand leads her offstage. Felicia runs up and hugs her,

"Oh my gosh, that was amazing! You really put on a show there!"

"A...a show?" Valerie mumbles, recovering, it was all honest.

"Yes, did you see the audience? They were eating it up!" she exclaims, dancing over to the backstage room to collect her stuff.

Valerie spots a clock hanging on the backstage wall. She could still squeeze in an hour or two of superhero time if she skipped dinner. She wasn't that hungry anyway, she just needed to get away, have some time to her thoughts.

"What are you waiting for? The audience is already filling out outside, they all want to meet you." Felicia grabs her arm and pulls her to the backstage exit. The moment she opens the door, there's a crowd of people surrounding the roped-off path that's been set up for them. Valerie winces as camera flashes pop out at her.

They make their way through the path leading to the street, where Hayden's car is waiting for them,

"Sorry it's not a limo ladies." Hayden smirks as they file into his BMW.

"It's still a really nice car." Valerie says, dizzily landing into her seat.

Hayden turns around to look at Valerie, "...was that a compliment? Wow...that interview must have really been freaking you out."

"It was just...a lot happening at once." she confesses, holding her head from the headache given to her by the bright lights of both the stage lights and camera flashes. Then she remembers, "Felicia, did you ever get ahold of Mr. Osborn?"

"Yeah, I called his nurse. He passed out from loss of blood sugar. It's been happening more frequently lately, I think he's getting worse."

She knows she can't tell her about Mr. Osborn, but would she find out anyway? She doesn't want to deal with this right now.

"So...are we going home?" Valerie asks, as Hayden starts the car.

From the back view mirror, she can see Hayden twist his lips, "Sorry, I know you're tired, but there's still the interview after-party we have to go to."

"After-party?" she dreads.

They pull up to a posh restaurant in downtown Manhattan. Hayden lets Valerie and Felicia off,

"I might join you two later, you know, if I ever find parking."

Felicia laughs, "You are so funny."

Hayden drives off while Valerie and Felicia walk into the restaurant. Valerie looks around at the small crowd in the restaurant. They're all in fancy attire, even more so than her. They give a polite applause when she enters, and she sees their eyes trained on her. More reporters and cameras pop out and envelop her, all of them talking at once so loud that Valerie can't make out a singular voice.

She spots an opening in the circle of paparazzi, "Uhm...excuse me." taking this opportunity, she slips out of the ring of reporters and makes a break for the restaurant tables.

Maneuvering through the tables at lightning speed, she spots a staircase leading upstairs to the next floor. She takes it, her dress coat tailing behind her. She collapses on a small windowsill halfway up the staircase. Catching her breath from all the excitement, she looks out the window and sees the beautiful New York skyline. Even though she's not that far up, she can still see the neon lights of the Manhattan streets. She notices the Oscorp building only a few blocks away. If Oscorp is that close, than her apartment shouldn't be much farther. She could escape from here...she looks over her shoulder and sees the photographers haven't spotted her yet. She pulls out her phone and texts Hayden,

"Left party early, not feeling well. Walking home, not too far."

She puts her phone away and pulls up the window, a sudden breeze whipping her hair. With her heels still on, she ducks under the window and looks out over the city street. She stretches herself out, with both hands clinging to the outside arch of the window. And with both hands, she lets go, and falls to the ground.

******Author's Note: **

******WinterRain36: Yeah, I'm aware I'm going slow, but I'd rather have things coherent and developed than action-packed and fast paced. If anyone has any tips on finding a good balance, let me know. And also, on the girly thing, I know it's not to a lot of people's personal tastes, but I feel that a superhero (male, female, or otherwise) story can have feminine elements and still be an excellent superhero story (although it may be harder to find good examples of that. Powerpuff Girls and some of Wonder Woman come to mind.)**


	17. Chapter 17

Chapter 17

Valerie did not think her dress would get in the way so much. Picking up the long skirt as her heels raced from rooftop to rooftop, she questions how her feet can still stick to surfaces even without the specifically tailored suit. But then again, maybe she shouldn't be questioning it as she's wall-running across the windows of modern office buildings without even leaving a scratch on the glass.

Valerie leaps across a wide avenue street, hoping that nobody's looking up right now. She spots her apartment across the street, and feeling the rush of the wind on her face and hair, she lands on the window of the apartment, her arms and legs splayed out like a spider. Hanging onto the upper windowsill with one hand, she opens the window with her other hand and slips in.

Throwing her dress on the bed, she opens up the case and changes into her costume. Just as she's about to leave the room, her phone vibrates, signalling a text. She picks it up, and the text is from Hayden,

"Why didn't you wait for me? Could've driven you home."

She sighs, and texts back, "No thanks, I'm good."

She makes the mistake of putting the phone down and beginning to walk away, but it vibrates once again,

"Is everything okay? You've been kind of distant lately."

Uh oh, Hayden's catching on. He knows something's up, but how could she tell him her secret? But...she can trust him, right? Although, Valerie feels like she can't trust anyone with this secret, at least right now. When she's Tarantula, she's free. She isn't constantly being talked down to, she's the one in control.

"Just wishing my parents would let me get back to work." she texts back, it's at least half truthful.

She turns off her phone this time, and leaves the room. Reopening her window, she swings out and closes it before diving down and spreading her webbed-wings.

She soars through the streets of New York City, slinging on a web every now and then to regain momentum. As she passes through Time Square, she notices another set of webs hanging from tips of buildings. Spidey's been here, if she does run into him, she certainly has some questions for him. And besides, it always seems like whenever she goes out, she can't seem to _not_run into him…

"Hey, look out!" a male voice cries.

She turns her head back in front of her and sees Spider-Man heading right toward her. She throws herself back in mid-air, falling backwards to the ground. As she flips back forward, she spreads her wings out again and her wings catch wind and lift her back up.

"Phew! That was a close one." he quips, using a web to land himself onto a nearby flagpole, "Where've you been all night? Hot date?"

She rolls her eyes, but also can't help but chuckle a little. She coughs, and regains her posture, clinging to a nearby building. She's not really quite sure how to bring up the subject, but she knows she has to,

"Hey, just curious, how did you get your powers?"

"I'll tell you if you tell me where you got yours." she can almost imagine him winking behind his mask.

Sounds fair, at least she's getting somewhere, "Alright, I got my powers from a radioactive beam infused with the DNA of spiders. You?"

"Ha ha, that sounds ridiculous!"

"Says the guy who's dressed as a red and blue spider."

"Says the girl who's wings defy physics."

She slings a web and swings so that she lands on same building Spider-Man's perched on, "Seriously though, I told you the truth. Now it's your turn."

"I...I was bitten by a radioactive spider." he confesses.

"At Oscorp?"

His mask flexes up, "How, how did you know?"

"Word around town says that you stole your powers from them." she explains, "I can try to clear your name, but you gotta come clean first."

"Well, what if I did steal them?" he counters defensively, "In all seriousness, it was an accident. I didn't mean to get these powers. And now it's not like I can just give them back."

She's not entirely sure how to feel about this. While she does feel a sort of obligational loyalty towards Oscorp, she also feels a connection to Spider-Man. They have almost a shared secret together, even if neither knows who the other is.

"Anyway, Oscorp is major bad news." he tells her, as he starts climbing up the roof.

"What do you mean?" she asks, following him.

"You know that lizard thing we ran into last night? That's Dr. Connors of Oscorp."

She swears she's heard that name before. Isn't he Gwen Stacy's boss? "What could've happened to him to have caused that?"

"No idea. All I know is that he's got big plans. I investigated the sewers, and he's build a lab down there for himself."

They reach the top of the building, and start running across the concrete rooftop, "You went down into the sewers yourself? Did he catch you?"

"Almost, but I got away, of course."

Of course, "You know, we should really have a way of communicating with each other." she suggests.

He stops in his tracks, "You're right." he flips out his phone.

"How can you fit that thing into your costume?" she asks.

"Uhm...you don't wanna know."

She nods, not wanting to press that topic any further.

He gives her his number, and she gives him hers, "You sure you're going to remember the number without your phone?"

She nods, "I'm good at remembering numbers."

Just then, they hear police sirens down in the streets. They run over and look over the edge of the building and see a recklessly driven car careening through the streets, running through sidewalks and tearing through gridlocked cars, with police cars caught behind the traffic. Tarantula and Spider-Man take one glance at each other, before simultaneously jumping off of the building.

"Last one to the bad guys is a rotten egg!" he cries gleefully, slinging out a web and soaring ahead.

"Oh, it's that game again?" she chuckles, ejecting out her wings and gliding forward.

They make their way down to the street level, Tarantula flying in and around Spider-Man as he slings web shots straight ahead.

"So, how was that hot date of yours?" he asks, as they approach the getaway vehicle.

She makes it to the car first, landing on the back trunk and looking through the window, "Why are you suddenly so interested in my love life?"

He lands onto the front hood, startling the passengers inside, "I don't know, just figured a girl like you would attract quite a crowd."

She presses her ear against the trunk. There's at least two hostages trapped inside. Reaching around the trunk, she rips the trunk door right open and sends it flying towards some empty sidewalk, "Well, maybe this girl has more on her mind than a silly date."

Spider-Man smashes the front window off, just as the thug on the passenger's side opens fire on him. He jumps out of the way, landing on the top of the car and swinging around, his legs connecting with the side window glass and crashing his way inside.

Tarantula grabs the two hostages and throws up a web to swing them to safety. She places them back on the streets, "Are you two alright?"

On of them pulls her into a tight hug, "Thank you."

Taken aback by this gesture, she awkwardly stands there as the man hugs her. When she lets go, she gives a small wave, "Anytime."

She slings a web which throws her up and sends her flying. She spreads her webbed wings as she relocates the car. Spotting Spidey's bright costume, she zeros in on the vehicle.

Meanwhile, with Spider-Man in the car, he struggles with the two thugs inside. He's pushing the one in the passenger's seat against the cushioned seat. The one driving lets go of the wheel to reach under the seat and pick up a baseball bat. He wields the bat and hits Spidey in the head with it, dazing him for a second. This leaves just enough time for the other thug to push him out of the smashed window, loose shards of glass flying out with him. The thugs, not keeping their eye on the road, look to it just too late as they crash into a streetlight pole, the pole falling over and destroying the back of the car, just barely grazing the front.

A practically limp Spider-Man is lying flat-faced on the street milliseconds after having been pushed out of the vehicle. Bright lights come into view and blind him, and a loud horn blares as another car comes veering towards him.

Just as he realizes the car's coming at him too late, he hears the grinding and bending of noncompliant metal and tire. Opening one eye from under his mask, he sees Tarantula clenching the front of the car, her super strength crippling it to a snail's pace,

"Can't I leave you alone for one moment?"

******Author's Notes: **

******Questions:**

******Q (from highlander 348): Doesn't Valerie care that Spider-Man supposedly stole research from Oscorp according to Osborn? Wouldn't that make her mad in a sense thinking that Spidey is bad and she should capture him?**

******A: I know I should've addressed this question in the previous chapter, but the chapter was already so jam packed (it's currently the longest chapter in the story). So hopefully I answered your question in this chapter, and if not, I'd be happy to clarify in the next chapter's Author's Notes or in another chapter in general if there's enough interest/confusion.**

******Misc. Responses:**

******WinterRain36: Hopefully I've delivered with this chapter. Personally, I love action sequences as well (I have background in cinematography and storyboarding, so while I'm not sure how well that translates to the page, I'd like to think action is one of my stronger points). Also, I like to see Spidey and Tarantula as equals with a lot to learn from each other, even if the general public in this universe sees Tarantula as the side-kick.**


	18. Chapter 18

Chapter 18

Tarantula and Spider-Man rest on their usual building after a long night of non-stop crime-fighting.

"I never realized how much crime actually happens in Manhattan." she comments.

"Well, that's why we're here to stop them, right?" he replies, casually stretching out his arms.

"I don't know to be honest." she confesses, "I mean, who came first, us or them?"

"Woah, you're asking some deep questions there Tar."

She raises an eyebrow, "Tar? Like the roofing material? That's your idea of a nickname?"

"Hey, people call me Spidey, you should have some kind of nickname. It's only fair." he points out.

"I don't need a nickname, besides, people don't know me as well as they know you, you're more visible in the media, and more likable too." she argues.

"Hey, hey, you're likable too. And besides, the only real media coverage I get is getting slandered by the Daily Bugle."

She sits on the edge of the roof, swinging her legs over the edge, "True, but then again, who still reads the newspaper?"

They notice a train approaching, riding up the rise that goes above the city streets.

"Looks like my ride is here." Spider-Man notes, "See you tomorrow, Tar."

He swings off of the building, and launches himself so that he makes a perfect landing onto the top of the train. Tarantula rolls her eyes at the thought of Spidey's new nickname for her, but she notices the train he's taking. It's the same route she takes to school everyday. Then again, New York is a big city, but could he be heading for Midtown? She's slowly learning more about the mysterious Spider-Man.

Valerie arrives at school feeling tired but satisfied from the previous night's escapades. She opens her locker and organizes her books as well as take out the ones she'll need for the day. She closes her locker door to reveal Liz practically beaming at her,

"Hey, I saw you on TV last night!" she cries excitedly, "I didn't know you did all that cool stuff."

She shrugs, avoiding eye contact with her, "It's a living."

"I can see why you hang out with Gwen and Peter. You guys probably all talk about all that smart stuff, right?"

Valerie doesn't give her a response. She slings her backpack over her shoulder and starts walking, but Liz follows her,

"Hey...I'm sorry about yesterday. I, I got out of hand."

Valerie sighs, "It's cool." she mumbles.

"It's just...have you ever really felt like...like someone belongs to you?" she asks, "I mean, not in a creepy way, but like, in a romantic way, and I can't...ugh, words!"

She stops and thinks about that. Has she ever felt that way? Her immediate answer would be no, but then she remembers how jealous she was when Felicia was flirting with Hayden. And while Hayden didn't belong to her by any stretch of the imagination, she does certainly care about him.

"Yeah, I think I know what you're talking about." she tells her.

"You do?" she asks hopefully, "Thanks Val...for understanding, you know?"

Just as she walks into the classroom she feels her phone vibrating in her pocket. Who'd be calling her at this hour? Probably just a telemarketer, but just to be sure, she takes it out and sees that the person calling her is Mr. Torger, her assistant. If he's calling, this has to be important. Stepping outside the classroom, she answers her phone,

"Mr. Torger, you do realize I'm in school right now?"

"I know Dr. Polina, but, but, you gotta understand. You ne…nnneed to come back." his speech sounds even quieter and disconnected than usual, and that's saying something.

She checks the time, only two minutes until class starts, she better make this fast, "What's wrong? Isn't Mr. Gull the one in charge?"

"That's...that's the problem." he states, "He can't...he doesn't know what he's doing. The Oz...Oscorp representatives are getting impatient with him."

"You do know I can't return unless I get consent from my parents." she reminds him.

"You'd just, just have to organize some...stuff. That's all."

The bell rings and the teacher gestures from inside for me to come back inside, "Fine, I'll drop by today after school. Now, I have to go, good day Mr. Torger."

She hangs up before he can give a response and returns to the classroom. Hayden has never been very good at the business and managing portion of running a company, that's why Valerie took the position despite being so much younger. But now she can't officially return, and Oscorp is probably layering on more work than the company is used to. She'll just go in quickly, get whatever needs to be done done, and be on her way. She's been missing work anyway.

She exits her first class uneventfully, and she spots Gwen and Peter running up to her from down the hall.

"Hey, I saw you on the Betty Brant show last night. That's so amazing, congrats." Gwen celebrates, high-fiving her.

"Yeah...I watched it too." Peter chimes in, but something in his tone tells Valerie that he's not telling the truth.

Gwen rolls her eyes, "Only because you have a major crush on Betty Brant."

Peter's face flushes red, "Hey, that was our secret."

"Good luck keeping that secret with your tomato face. And besides, it's Valerie. We can trust her, right?"

Valerie smiles. These are her real friends, the ones she can trust.

Just then, there's a crashing noise from far off on the other side of the school. The three shift their heads around towards the sound. The rest of the school has frozen in place as well, just for a moment, before the first screams sound out.

The students collapse into chaos and start bolting for the exits, obscuring whatever actually caused the explosion, but loud stomping noises can be heard in the distance.

Valerie and Peter both react at once, charging through the rushing crowd toward the source. Neither of them notices the other through the throes of other students, but they run practically parallel to each other, and then split off to the different gendered bathrooms.

Spider-Man bursts out first, crawling up on the ceiling to avoid the crowds, who're too panicked to notice him anyway. Tarantula gets out a little bit later, and by then, the hallways have cleared out completely. She charges toward the disturbance, where she skids to a stop. She's just behind the hallway corner, where she peers out and sees Spider-Man facing a now much larger Lizard, who in a low voice growls,

"_Peter_."

Peter?

The Lizard lurches for him, just barely missing him and allowing Spidey time to shoot his webs to entrap the Lizard.

He breaks out of these bonds all too easily, and Spidey retreats back down the hallway rather clumsily.

"Hey, what're you doing here?!" he realizes, spotting Tarantula.

"I could ask you the same thing." she counters. Should she mention she knows his identity?

"Well, now that you are here, how about helping me take down this Lizard guy?"

"Sounds like a plan!"

They both start running even farther ahead of the Lizard, turning a corner and disappearing. The Lizard stomps after them, turning the corner and slamming straight into a thick wall of webbing, with both Tarantula and Spider-Man on either side.

"Ready…" each of them grab one end of the web and start pulling back,

"Aim…" the net stretches farther back into the hallway, pulling the Lizard with it,

"...fire!" simultaneously, they both let go, sending the Lizard flying straight down the hallway and crashing into a row of lockers, scattering dust and papers everywhere.

They both high five each other, and Spidey runs over to the creature lying defeated on the ground,

"Woh, yeah! You don't mess with Midtown High, or you'll get a visit from the Spider Squad! Or uhm...the Spider Clan? ...the Dynamic Duo? No, I think that's taken. The name's a work in progress, okay?"

The Lizard lurches out from under the rubble, snatching Spider-Man and hurling him through a wall.

"Spidey!" Tarantula cries, running to his aid.

The Lizard disappears through the hole in the wall, with Tarantula hot on his trail. The wall leads to the library, where Spider-Man lies dazed in a pile of disheveled books.

Tarantula snaps a web onto the Lizard and uses it to jump up, sweeping down onto him with a fierce kick. She lands onto the ground right in front of him, and this gives him an opportunity to grab her. Holding her entire body, he squeezes her, cutting off her breathing. Small white sparks begin to shoot off of her fingers, but she can't move her arms or hands. Spider-Man gets up, and charges straight for the Lizard, but just as he nears him, the Lizard squeezes Tarantula just a little too tight, and the charge building in her hands releases itself. There's an explosion of bright white light, sending all three of them hurling in different directions.

Tarantula blinks her eyes open and sees that her blast has destroyed the entire library, charred pages of books floating in the air. There's a clear indentation as to where the explosion happened, as marked by the black markings of practically everything in the room. Nearly all of the books have been damaged in one way or another, some of them completely singed, and the windows have been smashed out.

"Hey...you alright?" it's Spider-Man, hobbling on one leg.

He helps her up, "That...that never fails to impress."

"I...I ruined everything." she confesses, looking to the hole where the Lizard had flown out of.

"Accidents happen, you can't let it get to you." he tells her.

"But, I can't control my powers. You saw what I did, how's the school going to deal with the damages?"

He places a firm hand on her shoulder, "What matters is that everyone at school is safe."

She smiles, "...thanks Peter."

His mask flexes out at the sound of his name, but the sound of police sirens approach them. They both run for the windows and jump out, diving out of sight.

******Author's Notes: So as this chapter clearly shows, I'm starting to divert from movie canon, hope you guys don't mind, it just gives me more freedom to order events as I like rather than work around the events of the movies.**

******Responses:**

******WinterRain36: Are you reading my mind? I think you've been reading my mind ;D. Seriously though, when you wrote about not just the energy blasts but of Peter/Spider-Man's identity, I freaked out a little since those were the things I would cover in this chapter (I was considering switching the order of the events of Chapter 18 and 19 just to not look like I was taking your ideas, but then I realized they wouldn't make sense out of order).**

******highlander348: That would have been hilarious if he'd said that! I've been meaning to make Spidey more talkative and quippy, but I don't wanna also make him insufferable either. Also, thanks for reviewing on my birthday.**

******Thanks :)**


	19. Chapter 19

Chapter 19

Valerie walks around the bend to the front of the school where the rest of the students have congregated as the police break into the school building. She easily slips into the large crowd of students and spots Eddie, who towers above most everybody else.

"Hey Val, there you are!" he shouts, running over to greet her, "I was looking for you. Where were you?"

"Before all of this? At my locker." she tells him, adjusting her backpack so it's on both shoulders.

He looks over at the school building, where several windows have been smashed and a part of the courtyard has been ripped up, "Crazy how something like that happened."

"What was that anyway? Do you know?" she asks, feigning ignorance.

"I caught a glimpse of it when it leaped into the building. It's very reptilian in appearance. But the strangest thing is, I think it was sporting an Oscorp lab coat."

Oscorp? How could they be involved in this? But then Valerie remembers Oscorp specializes in genetic science, if anyone, they'd be involved in this.

"No way, seriously? How could you be sure?"

"Just a couple of days ago, I was doing an interview for an internship at Oscorp." he explains, "Speaking of Oscorp, I saw your interview on the Betty Brant show, I had no idea you're the CEO of SapphireTech. That's amazing!"

She chuckles, "Thanks, but what about you? Getting an internship at Oscorp is a pretty big step as well."

"Gwen hooked me up, she was the mastermind behind it, and I might not look like it, but I'm a science kind of guy. Hopefully, if I get the job, I'll be able to see you at work."

She smiles, "_If_you get the job? More like _when_." she reaches up and places her hand on Eddie's shoulder, "I believe in you Eddie."

School realizes early due to the Lizard incident. Valerie's unable to find Peter or Gwen among the throngs of students as they leave the campus. Probably for the best, she doesn't know if she can bring herself to face Peter now that she knows he's Spider-Man. Is Gwen in on this as well? They're two peas in a pod, it's almost a little weird, so she must know.

Also, what Eddie said, that the Lizard was wearing an Oscorp lab coat. When she and Spidey faced him, he wasn't wearing any visible clothing. Maybe this article came off when he was running through the hallways? And maybe she can find this article, it might contain some information.

Back as Tarantula, she cautiously climbs up the back courtyard wall and into the building, where police officers are searching through the rubble of the wreaked hallways. While the damage the Lizard did puts her bioenergy blast into perspective, she still can't help but take some responsibility for contributing to this. There has to be a way of controlling her powers, maybe some practice? But where?

Keeping to the ceilings to avoid detection, she follows the carnage left by the Lizard. At one point, she passes over three police officers and unintentionally eavesdrops on their conversation,

"So apparently this was caused by some kind of green creature." one of the officers reports, pointing to the hole between the hallway and the library that the Lizard pushed Spidey through.

"Witnesses say the thing escaped into the sewers, you think we should investigate further?" another one asks.

The third one shakes his head, "We tried that when a similar incident happened over at the Williamsburg Bridge. The team got stopped by some Oscorp officials who said they were using the sewers for research."

So Oscorp stopped them from apprehending the Lizard? Now Valerie's certain there's some kind of cover up going on.

She places her hand on the next ceiling tile, and the piece comes crashing down onto the floor. Employing the domino effect, the entire ceiling starts crashing down. She spots the officers and springs off the collapsing ceiling and swings toward them. Using her momentum, she grabs all three of them at once and throws a web out the window and onto a tree branch outside. Kicking through the remainder of the window, she gracefully lands onto the courtyard lawn below with the officers intact.

The moment she puts them down, they draw their weapons on her, "Don't move!"

She raises her arms, thank goodness she came in costume, "I'm here to investigate the crime, I got a lead on the Lizard." she explains.

"You're trespassing on a crime scene. We're going to take you in." another officer declares.

Suddenly, another crashing sound comes from the school, "Are there still more officers inside?" Tarantula asks.

"Yeah, but that building's falling apa-"

Tarantula launches a web and jumps up, swinging past the officers, "Be right back!"

She jumps back in just in time to feel the unstable floor begin to crumble under her. She hears the footsteps of two other officers upstairs. Spotting a hole in the ceiling, she jumps up and climbs over it on all fours. She sees the two officers, trapped clinging to a small portion of the floor that has collapsed under them, staring down fearfully at the heap of broken wood and glass below.

She shoots a web that pulls her across the hallway to the wall adjacent to them. Building the smallest charge in her hands, she blasts the window opposite her open before grabbing the two officers and slapping both of their backs,

"Don't worry, this is totally safe!" she assures them, before pushing the both of them out the window. She looks down as they plummet to the ground, and the webs she'd stuck to their backs fly out like parachutes and float them down to safety.

Tarantula heaves out a sigh of relief, before the sun peaks out from the tree in the courtyard and reflects against something shiny slightly buried in a small pile of rubble. She approaches the pile and moves away the debris before discovering the lab coat that Eddie had mentioned. On the lab coat, now barely hanging by a single thread, is a name tag, with the photo and name of Dr. Curt Connors. That name sounds familiar, isn't that Gwen's boss? She leaves the coat for the police to find, and swings off towards downtown, Valerie has some business to tend to at Oscorp.

Valerie realizes she's running low on that perfume that Mr. Osborn had given her to conceal her pheromones. She has to reapply it every time she showers, or heavily exercises, and that includes crime-fighting. She sprays the last few bits of it on her, but she feels guilty having to go to Mr. Osborn and ask for more. His condition has clearly worsened, and the fact that he's given up on his surgeries only complicates things further.

"Dr. Polina, what are you doing in the office?" she turns around at the Oscorp building lobby and sees VP Menken, someone she hasn't seen since she first started at Oscorp.

"Just checking in on my team while I'm away." she tells him, tiptoeing around the truth.

"Good, better get back soon or at least teach those boys how to run things properly. The problems have already gotten out to the press." he informs her, shifting his eyes around.

Her mind still on Mr. Osborn, she realizes something, "Mr. Menken, if Mr. Osborn were to become unable to run the company, would it be you who'd take over, since you are the Vice President?"

He chuckles, "One would think so, but no. I'm second in line to his immediate family, . his son, Harry. He's about your age."

"Oh." she realizes, Mr. Osborn's mentioned his son before.

They arrive at the elevator, and command the floors they wished to go to the AI.

"You know, becoming friendly with someone like Harry Osborn would do good for your reputation." he mentions.

She shrugs, "I don't know if I'd be friendly with him, I've never met him."

"That's not what I mean. You see, people in this business become acquainted with the ones that'll give them a boost should they need it."

Valerie raises an eyebrow, "I prefer self-sufficiency thank you very much."

The elevator arrives at her stop and she exits, "Good talking with you Mr. Menken. You're advice was...inciteful."

He gives a small smile and waves as the elevator door closes on him. She makes her way to the SapphireTech workshop where everything seems to be going normally. A nearly complete version of the medical suit hangs from the ceiling by reinforcing wires along with Hayden's hoverboard. Mr. Torger spots her first, racing over to her, nearing knocking over at least three other engineers,

"Dr. Polina! Thank...thank goodness you're here."

"Just tell me what needs to be done and I'll get it done."

Hayden approaches them, "What needs to be done? Valerie, what are you doing here? I have everything under control."

"Not according to what I've been hearing." she counters, pushing past him to her office.

On the other side of the office door, she hears a familiar voice giggling. She throws the door open to reveal Felicia, sitting on top of her desk, drink in hand and a sleeve pulled down on her black dress.

"Alright, OUT!" she shouts, stomping her foot and creating a clear crack in the floor.

Felicia jumps up from the desk, "Wha…"

Valerie marches in and pushes her out of the office, getting a whiff of her champagne breath. After Felicia is out the door, Valerie goes up next to confront Hayden,

"Everything under control, huh? Just be happy I won't go to the authorities about you giving alcohol to a _minor_. Now, you stay out of my office, I'm taking this company back."

She goes over to her desk, grabs the bottle of champagne and throws the entire thing into the wastebin, shattering the glass. She collects up the bag in the wastebin and hands it to Hayden before returning to her office and slamming the door.

******Author's Note:**

******Questions:**

******Q (from WinterRain36 and highlander348): Can Valerie/Taratula keep her identity secret from Peter/Spider-Man for awhile?**

******A: Yes :3**

******Misc. Responses:**

******CharitinaX: Yes, advertising Harry Osborn this early on before introducing him was a mistake on my part (you plan a story to go one way and it just goes another). But there's no point in removing the character tag now because he's coming very soon! Also, I've decided on not declaring an official pairing (there's technically Palerie, but that's unofficial). I want the story to be about romance in general, instead of focusing on one/two specific pairings. On top of that, my romance options were limited when I was dedicated to the movie canon (ie, no Harry until TASM2, and Peter and Gwen have to be together until the end of TASM2, etc.), but now that I'm not dedicated to canon, anything's possible, so stay tuned.**

******kindleflame5 (if you're still out there): I've started watching Arrow! But season one is rather boring. I realize how you guys felt when I minimized the superhero side of Tarantula since I thought my audience would be more interested in the romance/drama side.**

******Thanks :)**


	20. Chapter 20

Chapter 20

Valerie is furiously tapping away at her computer when Mr. Torger cautiously enters the room,

"Dr. Polina...are...are you finding everything you need?"

She doesn't look up from her screen, "This is far worse than I'd expected."

"Yeah...Oscorp sent us a bunch of more work...than what we're accustomed to."

"No kidding." she mumbles.

Valerie and Mr. Torger sit in relative silence, with only the rapid pitter-patter of Valerie's keyboard to occasionally break it,

"Did you have any idea Mr. Gull was engaging in these activities?" shes asks him.

He shakes his head vigorously, "No...no doctor. Di...did you?"

"If I did I would've put a stop to it from the start, now wouldn't I?" she presses her hand on her temple, "But God, I should've known."

Hayden barges into the office, scaring Mr. Torger and causing him to jump back against the wall, "Valerie, please, let me explain."

She looks up from her work for only the slightest instance, "You've got one minute. Go."

"Felicia brought in the champagne, not me, and I never took a sip. See? Am I acting drunk right now?" he asks.

"And yet you still let her drink in your presence. And how did she sneak an entire bottle of champagne past the team?"

"You'd be surprised what a person can fit in a designer purse." he jokes lightly, "...listen, she's had it really hard with Mr. Osborn's health, and the fact that she feels you're encroaching on her relationship with him-"

"I am not _encroaching_on her relationship with him anymore than she is encroaching on our professional relationship."

"And...what does that mean?"

She takes a heavy sigh, "It means that her behavior has clearly affected your ability to work in the office. I mean, I know you've never been proficient at office work, but you're not _this_bad."

"But that also means you've been getting quite close to Mr. Osborn, or is it Norman to you?" he accuses.

"Mr. Osborn sees me as a pupil of sorts, someone he can pass on his knowledge to. He also sees me as a confidant, as he's shared some rather personal information with me." she explains.

"Personal information like what?"

"...I can't tell you."

"Why not? I...I thought you told me everything."

She bites her lip as she finishes up her work and shuts down the computer, "...there's a lot of things I haven't been telling you lately."

Valerie steps out of her chair and walks out of the office, leaving Hayden and Mr. Torger hanging in unsettling silence.

She rounds the Oscorp building to the special elevator. She strides into the elevator and barks her name into the elevator AI. It begins to ascend, and she watches the view of the city through the clear glass. She spots a red and blue fly between two skyscrapers. So Spidey's out already, maybe she should meet up with him later on.

She exits the elevator to find the front desk eerily empty. Guess Felicia's not on the job right now. She knocks on Mr. Osborn's office door, but the unlocked door cracks open by itself.

"Valerie, come on in!" Mr. Osborn invites cheerfully.

She chuckles nervously, taken aback by his sudden friendly gesture. He certainly looks a lot better than when she last heard from him,

"Thank you Norman."

"What do you need Valerie? Personally, I've been looking into some upgrades for your suit. How do miniature grenades sound? Oscorp has them anyway, one of our many contributions to the war effort."

"Grenades...don't really sound like my style, to be honest. I'm actually here because I'm running low on that perfume you gave me. You know, the one that conceals my pheromones?"

He nods, "Oh, of course! I should really give you the recipe, you can easily get the chemicals here at Oscorp, maybe add a personal scent of your own. For you, I'd recommend vanilla, or maybe peppermint." he pushes his wheelchair over to a personal bar in his office. On it, he presses a small switch under the bar and moves away as it pulls out and is replaced by a chemical lab. He immediately goes to work, mixing together several different combinations and mixtures.

"So Norman, how's your condition?" she asks, as he sets the concoction onto a Bunsen burner.

"The disease I have comes and goes. When it's gone, like right now, I feel great, but when it comes back, it's always stronger than ever. I know I can only handle one or two more occurrences."

"Have you contacted your family?"

He pauses, watching the liquid boil on the small fire, "Having power can be a great honor, but it's also a lonely existence. An old colleague of mine once said, 'with great power comes great responsibility'. I agree with that statement wholeheartedly."

She frowns and lowers her head to the ground, "I think I know what you mean."

With a pair of tongs, he removes the beaker from the flame and sets it down, "But anyway, I have one remaining family member that hasn't attempted a hostile takeover: my son, Harry."

"Well, one family member is better than none at all." she assures him.

"Yes but...the relationship I have with Harry is...complicated. I really should've been there for him more, I see that now. It's my fault he turned out...like he did."

"'Like he did?' What do you mean?" she asks.

"He's very...rebellious, and unambitious. You'll probably get to know him when he takes over the company."

If his son really is unambitious, then why is Oscorp being passed down to him?

"One more thing Mr. Osborn, I seem to be having trouble controlling my powers-"

"Yes, I saw the pictures of the wreckage, that Lizard fellow sure took you and the Spider-Man for a spin, didn't he? Anyway, I have the perfect place for you to practice, right here in Oscorp. Here." he hands her a black Oscorp keycard, "There's a weapons testing facility just below this office, it's where we test all of Oscorp's military equipment, but it's not in use right now, so it's all yours to use as you like."

Her mouth is agape in shock, as she tentatively receives the card, "Norman...than-"

"Normie, you have a phone call." it's Felicia, standing at the door, apparently sobered up, "It's Harry."

Mr. Osborn moves his wheelchair back over to his desk, "Valerie, you're perfume is ready. I'll send you the recipe so you can make it yourself."

She picks up the cooled off beaker and empties it into the perfume bottle. She still has to mention to him that Spider-Man got his powers on accident, but honestly, she wasn't entirely sure he's telling the truth. She should hold off until she has enough evidence.

She waves goodbye to Mr. Osborn, who's clearly preoccupied with a heated conversation with his son,

"What?! What do you mea-...No, no! You don't need to do that, I'm fine! Don't you think you're overreacting-"

Valerie finds it best to give Mr. Osborn some privacy and slips out of the room, quietly shutting the door behind her.

"Well, you two certainly had a lovely heart-to-heart." Felicia comments bitterly.

"What is your problem Felicia?" she upsettingly questions.

"Hey, if you're referring to Hayden, the poor sap didn't give me the booze, I gave me the booze. And I was just giving you a taste of your own medicine."

So he was telling the truth, but that still doesn't mean he's in the clear, or that Valerie forgives him,

"And why did you feel that need to do that?"

Taking this as a challenge, Felicia stomps up to her and gets in her face, her heels clacking on the glass floor, "Because you know who this company's going to belong to? Not Menken, not Harry, and definitely not you. Oscorp will be mine, because I worked for it, not because I piggy-backed off of an engineer and his ideas. And also, if you really insist on calling yourself the CEO of a company, than at least keep your employees in line, because Hayden was easier than Tony Stark, and I didn't even have to lie about my age."

Valerie feels the slightest tears begin to swell up. She stumbles backwards into the elevator, pressing the button to close it. As she wipes away her tears with the sleeve of her polo, she realizes that the keycard Mr. Osborn had given her was still in her hand. Before the elevator AI could bring her back down to the entrance, she sticks the keycard into the slot under the buttons, and the elevator starts up, going down a lot less than usual. Then, instead of continuing to go down, the elevator shifts forward, into the building itself. Through the clear elevator glass, Valerie watches as she passes various green-tinted storage rooms full of unimaginable weaponry. What interested her the most was the room containing various suits, apparently Mr. Osborn has a pension for suits. A bird-themed suit with bird-like wings, a set of eight long, metallic appendages, even a makeshift Spider-Man costume that looks more like a casual hoodie and sweats.

The elevator stops and opens to a wide room with emerald green lighting. There are training dummies and a small shooting range. On the walls also hang various weapons, from knives and swords to military-grade guns. Valerie goes into the shooting range, and grabs one of the sheets of paper marked with targeted points meant for guns. Posting it against an empty wall, she allows a charge to build in both of her hands. Shaking, she tries to control it, keep it from releasing just long enough for her to raise her arms and take a steady aim at the center of the target...and she fires.

******Author's Notes: **

******Questions:**

******Q (from highlander348): Why didn't Valerie slap that harlot Felicia and knee Hayden in the groin?**

******A: Because Valerie would've gotten in trouble if she'd done either of those things (had they been dealing with Tarantula though...she probably would've done that).**

******Suggestions:**

******From kindleflame5: You know how her webbed wings are a part of her suit? What if she noticed thanks to her organic webbing that she can make web wings naturally under her arms and retract them? She could try gliding without her suit on. Is that possible? Please?**

******Response: While that does sound nice, and totally possible, the reason why I specifically made it so that her wings can only come out when she's in costume was to set Valerie apart from Tarantula (by not allowing her to fast travel without the costume). And also, wouldn't you be a little suspicious if you saw a random person flying through New York City in the same fashion as Tarantula?**

******From WinterRain36: Valerie needs to be on charge of Oscorp!**

******Response: Hmm...well, someone needs to take over after Harry goes full Goblin...although there's still Menken, and Felicia, and there's also Charles Standish from the comics, plus Norman could come back from the dead (as he's known to do). Let's just say that if Valerie wants to be CEO of Oscorp, she's got a lot of competition, although personally I could see it happening.**

******Misc Responses:**

******fluttershypegasus1: Oh dear indeed ;P. Also, love the username, since I'm kind of a brony (if being a female in the target age range of MLP counts as being a brony, or pegasister)**

******Thanks! :)**


	21. Chapter 21

Chapter 21

Tarantula finds Spider-Man balancing himself on the tip of a small radio tower.

"Hey, didn't expect to see you out so early." she greets, swinging in, as Spidey continues to stare forward.

"Well…now that you know my identity, I guess you know why." he mumbles.

"True." she realizes, sitting down at the base of the radio tower, "And don't worry about your secret identity Peter, it's safe with me."

"You say that, but how am I suppose to trust you if I don't even know who you are?"

She pauses, he has a point, "Well, who do you think I am?"

"Uhm...gosh, who could you be? ...Gwen?"

"No, no, no, you'd know if I was Gwen. Besides, I'm not blond."

"Yeah, but how do I know that? For all I know, you could be wearing a wig, and live in an orphanage with a cat named Streaky."

She chuckles, "I don't think orphanages exist anymore."

"Whatever, just...don't call me Peter, okay?"

"Fair enough."

He sighs, "I mean, it's not that I don't like you but...this is a sensitive thing for me, okay?"

She places her hands on his shoulders, "I get it Spidey, of course it is."

Red and blue lights reflect against the walls of a nearby building, followed by police sirens and sounds of gunfire. Tarantula slaps him on the back as she jumps down from the radio tower, "C'mon, duty calls."

Valerie notices the first posters advertising the Halloween dance as she enters the partially repaired school building. School had been out for a couple of days so that some hasty repairs could be made, guess there wasn't anywhere else the students could be sent while the building's being repaired.

She makes her way out to the courtyard to eat when she sees someone in a black fleece jacket and dark sunglasses sitting at a table by himself. She's never seen him before, and she's been around long enough to be familiar with the student body. She looks over at Peter and Gwen's table, and while they both wave to her, her gut sinks when she sees Peter, and Eddie's busy in the science lab. Maybe that new guy might like some company.

"Hi." she greets, approaching his table.

He looks up, "Oh...hi."

She slowly sits down across from him, "What's your name?"

"...Cletus."

"Nice to meet you Cletus, my name's Valerie. Are you new here?"

He nods, "It's my first day."

"That's cool. I just transferred her about a month ago, so I'm kind of new here too." she explains.

"Where are you from?" he asks.

"San Francisco, you?"

He keeps his head down and his hands in his pockets, "...Europe."

Valerie looks up to see Flash and Liz have approached their table,

"Val, what're you doing with the new guy? I thought you were with Baby Brockster." Flash asks, taking a bite of his sandwich.

"Not every interaction with the opposite sex has to be romantic." Valerie counters.

"Who is this loser anyway?" Liz asks, leaning over the table and poking Ben on the head.

"Leave us alone." Cletus barks.

"Is that a challenge, kid?" Flash spits, raising his fist.

Liz holds him back, "C'mon Flash, you don't need another fight before the game, and besides, this guy isn't worth it." she says before leading him away.

Cletus arches his eyebrow, whose color matches his brown hair, "Another?"

"Yeah, my friend Eddie or _Baby Brockster_as Flash refers to him as got into a skirmish with them a while ago."

He nods, "Well, they certainly sound like simply _wonderful _people."

She chuckles at his sarcasm, "Yes, they _certainly _are."

"I wouldn't think someone like you would be able to hold themselves in a fight though. Did you get hurt?" he asks, his voice mild mannered and a little throaty.

She shakes her head, "I'm not much of a fighter, but I got pretty lucky that time."

He pauses, "You're being totally modest. I bet you beat them to a pulp, and now they're scared of you."

She laughs, "Oh my gosh, no!"

"What's so funny?" it's Eddie, still in his lab coat from the science lab.

"Oh hey Eddie, this is Ben, he's new here." Valerie introduces.

Cletus waves to him, "Hey."

Eddie slowly brings his hand up to wave back, "...hi."

The bell rings, signalling the end of lunch, and Valerie and Eddie part ways with Cletus as he heads to a different part of the building.

"Call it a snap judgement, but I don't like that guy." Eddie admits to her as they walk to class.

"Why not? He seems nice."

"First of all, it's a cloudy day, and he's wearing dark-tinted sunglasses." he points out.

Valerie nods, "True, that is a bit odd. Do you think he might have been high or something?"

"It's the first thing that comes to mind."

"Well I say lets give him the benefit of the doubt. Maybe there's a plausible reason behind him wearing those sunglasses."

Eddie rolls his eyes, "Still don't like him."

Tarantula is tying up some common criminals in a dark alleyway when Spider-Man jumps into view,

"Hey, check this out."

"Just a second." she tells him, adding the final touches as she wraps the ski-capped robbers in a thick layer of webbing, "...what's up?"

Spider-Man takes out his phone and shows her a set of somewhat blurry pictures of a red figure on various rooftops and alleyways, "Word has it this guy has been causing trouble around the city."

"...looks kind of like you." she examines.

"I swear, it's not me! My costume is far more colorful, see?" he stretches his arms to display his red and blue ensemble.

"Alright, so what do you want me to do about it?"

"Well, I was thinking you could take this case and I could handle the Lizard problem."

"What, why? Don't we usually work as a team?" she asks.

"Uhm...to be honest, we work as a team when you're around. I'm around crime-fighting way more often than you are, and the Lizard is a big threat to the city. This guy...doesn't look like as much trouble."

She puts her hands on her hips, "So you're shoving me off to the B-mission?"

"Look, I don't feel comfortable working with you anymore. It's too much, what with you knowing my identity and everything-"

"She knows your identity?" one of the thugs asks, before Tarantula shoots a web sealing his mouth shut.

"Look, I just want us to spend some time away from each other, okay? At least until I can piece everything together." he finishes.

She slowly nods, "...fine. I'll go after the red blob here. Although I have no idea where I'll start, this guy could be anywhere in the city-"

Spider-Man and Tarantula whip around when a man in red jumps down from the apartment roof above, "No need, I'm right here."

******Author's Note:**

******The-Right-Girl: Thanks, and yeah, Spider-Woman's design sort of reminds me of Iron Man with the projectile blasts (her bio-energy blasts are sometimes green instead of white, but I chose to go with white), and the similar color scheme as well. And when I was writing Valerie's story, I did realize she's kind of like Iron Man, so that similarity is my fault.**

******MF 22: I agree, and Peter/Spider-Man doesn't trust her, good for you catching that plot-point before I even revealed it. As for the argument that Spider-Man's too weak, looking back I probably subconsciously made Spider-Man weaker to highlight Tarantula (it's much easier to sell a character that everyone knows rather than a new character). He does work on his own, but because the story's mostly from Valerie/Tarantula's view you only really see him when he's working with her.**

******fluttershypegasus1: Hmm...I think everyone hates Felicia now, and not for the reasons I thought they would (the Felicia of the comics and cartoons is radically different from the Felicia I'm writing).**

******highlander348: I feel that Spider-Man and Tarantula have a sort of workplace relationship, but a rivalry kind of makes sense (personally though I see Felicia as Valerie's rival but she has room for one more).**

******kindleflame5: True. Maybe if she ever reveals her identity to the world I could see that happening. And I didn't realize Spider-Man had stingers at one point, the faults of having to catch up on years and years of a comic book character's history. Also, finally gonna see Guardians tomorrow.**

******LITTLE RED FOXX: THANK YOU!**

******WinterRain36: I agree, but Valerie, while she can stand up to people in most situations (like Flash and Liz or earlier with Hayden), she didn't do the same because personally, I think a part of her is jealous of Felicia while another is seeking her approval. Interpret/criticize it as you like, that's just my take on it.**


	22. Chapter 22

Chapter 22

The man in the red suit laughs, "What? Thought I was Daredevil...Carnage? Nope, it's _DEADPOOL_."

He reaches both hands behind him and draws out two long swords from the sheaths on his back. Spider-Man and Tarantula lean into fighting stances, preparing to attack. Deadpool launches himself several feet in the air, spinning around into a diving position as he plummets toward them,

"Obligatory fight scene, engage!"

The two heroes jump out of the way, and Deadpool lands on the concrete, swords out. He looks up just in time to see Spider-Man attack first, swinging in and kicking him straight in the face, knocking him to the ground.

Deadpool leaps back up instantly, seemingly unfazed by the blow, "Wow...that was fun, now how about we have a conversation her-" he's cut off by Tarantula's bio-energy blast, a stream of energy dragging him through the concrete.

"Hey, you have control of your...your beam-thingy." Spider-Man realizes.

She smiles, "It's a work in progress."

Deadpool, still on the ground, lifts his head and rubs it, slightly dazed, "Wow...what a woman. _Whew_."

"What do you want, Deadman?" Spider-Man asks, taunting him with the nickname.

"Hey, hey, it's _Deadpool_, _Deadpool_, piscina de la muerta, ¿comprende? And, I need your guys' help."

"Then why did you just try to attack us?" Tarantula asks.

"Well...that's kind of just how I communicate. Plus the rest of this is gonna be super talky, so I knew I had to throw something in for all the adrenaline addicts out there."

Spider-Man leans over to Tarantula, "What is he talking about?"

"What I am talking about-" he rushes over to them and wraps his arms around their shoulders, pulling them in and speaking in a shouted whisper, "...is killing Norman Osborn."

"What?!" Tarantula reacts, yanking away from their huddle.

"Oh, I forgot, Oscorp poster child and all that." Deadpool throws Spider-Man out of his grasp, causing him to tumble to the ground, "You-" he points to Spider-Man, "got your powers from Oscorp technology, your girlfriend works for them, and Normie's your BFF's dad. And you-" he points to Tarantula, "both your powers _and_your suit, compliments of Oscorp. Plus you work there so, if anyone's in Oscorp's pocket, it's you."

"What?!" Spider-Man recoils, "You got both your suit and powers from Oscorp?! And you accuse me of being a thief."

Deadpool shakes his hands, "No, no, no. Normie _gave_the suit to her (probably you know, so she wouldn't sue the company for getting SHOT BY A LASER)."

"Well, we're not helping you kill Norman Osborn. We don't kill, end of story." Spider-Man concludes.

"Awe, c'mon, please? The truth is...I've always wanted to team up with you guys. I mean...doesn't it make sense? The three heros all in the same primary color, fighting crime. We could all be buddies, get into trouble, ensue love triangles (personally, I'm for Team Deadpool), and...uhm, also maybe just a tiny little because I need someone who can get me stuff from inside Oscorp."

"And...why can't you do that yourself?" Tarantula asks.

"Well, lets just say I have a distinctive face. So, what do you guys say?"

"Didn't we already make it clear? We're not agreeing to something like that." she restates, "But...I personally wouldn't mind working with you."

Deadpool lights up, his body seemingly becoming light as air, "...really? Oh, thank you, thank you!" he runs over and nuggies Tarantula on the head, "We're going to be best of friends, I know it!"

"What, are you crazy?! This guy is insane, he wants to kill Norman Osborn, he's not a hero like us-"

She smiles, "Don't worry, I have it under control."

"Man, and you're suppose to be the jovial, quippy one of the two. Why so serious?" Deadpool asks, "Anyway, gotta go, gotta kill Norman Osborn...on my own...alone. The invitation's still open." he jumps up an amazing height and jets down, disappearing behind a apartment building.

Spider-Man and Tarantula stand still for several moments, both of them processing what had just happened. Spider-Man holds his index finger up, "Okay...first question: why kill Norman Osborn?"

"My first question was actually: how did he know so much about us? But we can go with that too." she replies, as they look out in the direction in which he'd disappeared.

The moment Valerie's out of costume she calls Mr. Osborn,

"Valerie? I'm always here to help but, why are you calling so late at night?"

"Norman I have reason to believe that your life may be in danger. A...a man came up to me and, and asked for information about you. He said he wants to kill you." she informs him.

He chuckles, "Valerie, please, calm down. People are trying to kill me everyday, this is hardly different. But...did this man try to hurt you?"

"No, I'm fine, it's you I'm worried about. Are you sure you shouldn't at least take some precautions?"

"Well, I guess there are a few little chinks in my armour I could fix up." he yawns, "Excuse me but, I'm very tired. Goodnight Valerie."

Valerie arrives at school to see Cletus waiting for her by the front entrance,

"Morning Val." he mumbles, his dark sunglasses reflecting against the morning sunlight.

She gives a sleepy smile, "Morning."

They're not able to walk together for long before Eddie joins them, "Hey Val, can I talk to you alone for a second?"

"Sure, catch you later Cletus." she waves to him, before heading off into another hallway with Eddie.

Eddie has his hands in his jacket pockets, he's moving something around in his pockets, what could it be?

Valerie follows him to a relatively empty hallway, where only a few other students are standing by rows of lockers. Eddie stops in the middle of the hallway and turns around to face her. He pulls his hand out of his pocket to reveal a slightly crushed red rose,

"Valerie Polina, will you attend the Halloween Dance with me?" he asks timidly.

She smiles, her heart racing. Does this mean they're dating? Or does he just want to go as friends? The rose is definitely an indicator that his feelings lean more towards the romantic side, but Valerie can't be certain.

"What's going on?" it's Cletus, who must've followed them from the school's entrance.

"Uhm...this is kind of a private thing Cletus." Eddie confesses, shoving the rose back into his pocket.

"What? What's going on?" he asks, and Valerie can't figure out if he genuinely doesn't understand or if his intervention was intentional. The sunglasses completely hide his facial expression.

"Hey, Baby Brockster is asking Val on a date. How cute!" Flash comments, who's also inexplicably appeared out of no where.

"Oh...that's what was happening...sorry guys…" Cletus apologizes, backing up away from Eddie and Valerie.

In his haste, Cletus accidentally backs into Flash and his group, and he turns around to face them with what Valerie can only imagine is a look of horror.

"Awe, the new kid has a crush on Valerie too!" Flash realizes, "Hey, hey new kid, you gonna fight Baby Brockster for Val?"

"No…"

"C'mon man." he says, shoving Cletus, "Do it!"

Flash shoves him again, this time much harder, and causes his sunglasses to be knocked off of his head, landing on the school linoleum. Flash and his gang all gasp in surprise, but with his back turned to Valerie and Eddie, they have no idea what they're reacting to. Finally, one of the jocks in Flash's group reacts,

"Oh my god, it's Harry Osborn!"

******Author's Note:**

******MF 22: Yeah...I don't think Valerie/Tarantula is going to get stingers anytime soon, but I am trying to distance her just a bit from Jessica Drew (if I really wanted to write Jessica Drew, I'd just write her instead of making an original character). And as you can see, the man in red is not Carnage, since yes, Venom isn't even around yet. Personally, I'm not a fan of Carnage, but if I do ever use him, it will be much further down the line.**

******Guest: Whatever did you find funny? I'm curious.**

******WinterRain36: Hmm...personally, I think Peter's reaction was pretty reasonable, but I could also see why you'd think he's being "a stick in the mud". And I think Spider-Man and Tarantula have a different kind of relationship than Batman and Catwoman (villain identities tend to be more widely known). Also, even if Valerie does reveal her identity to Peter, she'll always have secrets. And finally, my readers always surprise me ;P.**

******highlander348: Sorry, no Daredevil (I don't really know Daredevil that well, although I am excited for the Netflix show slated for next year). And I don't really have a specific time when Valerie tells Peter her identity, I just know it has to happen eventually, so lets enjoy this period for now ;)**

******Thanks! :)**


	23. Chapter 23

Chapter 23

Harry makes a run for it, bounding through the hallway and sharply turning the corner, dodging several students along the way.

"Holy crap dude, did you have any idea that was Harry Osborn?" Flash asks one of his friends.

"No way dude, and he was at our school this whole time? his friend replies.

Valerie pushes through Flash's friends' blockage and goes after Harry, tracking him down to the now empty courtyard,

"Hey...you alright?" she asks him, finding him huddled under a tree.

"My...my secret's out." he mutters, "Now you know."

"Yeah, but how long did you think you were gonna be able to cover that up?"

He shrugs, "The staff were willing to cover me up. They changed my name on the roster, let me wear the sunglasses indoors."

She raises an eyebrow, "And...how were you able to do that?"

"I'm Harry Osborn, I paid them off, how else would I do it?"

Harry Osborn, Mr. Osborn's son. Although she knows who he is just from the last name, she's not entirely sure _who_he is.

"Uhm...yeah, kind of new to New York, remember? I'm sorry but...I don't really know who you are."

He smiles, "That's probably for the best."

"But what I would like to know is: why go to such great lengths to conceal your identity?" she asks, sitting under the tree beside him.

He shrugs, "You saw how those guys reacted to me. The name Osborn has a certain weight to it, a certain, predisposed expectation. Sometimes I just want to be nobody."

"You're no nobody to me Harry!" it's Liz, in her cheerleader outfit with the entire team also in uniform, "C'mon girls!"

They all get into a single-file line and Liz claps her hands together while the other girls raise their pom-poms, "Let's go! Harry! Harry!"

Harry lowers his head and slaps his hand to cover his face, "This isn't happening."

"We love you Harry!" they cheer.

He gets up and walks off, pushing past the cheerleaders without any kind of acknowledgement. This leaves Valerie, sitting under the tree, with the cheerleaders awkwardly standing around her,

"Well, you certainly tried your best." she nods, before standing up and walking to class, leaving them further confused.

Valerie arrives at SapphireTech's workshop to find Mr. Torger waiting for her,

"Thank goodness you got my text-"

"You better have a good explanation for this. I cancelled tutoring freshmen with Eddie for this." she snaps at him impatiently.

"Well, you see, Mr. Osborn just ordered some major adjustments for the suit. He...he wants us to equip it with weapons, bombs, grenades, the works. Do you know the kind of legal paper we'll have to go through and still complete the suit on-time?!"

So that's what Mr. Osborn meant by "fixing chinks in his armour", although this is a little more literal than what she'd imagined.

"I'll get it done, somehow." she mumbles, before walking toward her office.

"Also, you're slated for a meeting in half-an-hour." he shouts, still standing in place.

She turns around, surprised, "Wha...they're not suppose to know I'm back yet. Shouldn't it be Hayden attending these meetings?"

"They asked that both of you attend." he informs.

She sighs, "So I would've had to come in anyway? Fine…alert me when the time comes."

Valerie shuts the door behind her and sits down at her computer. She opens her e-mail and her stomach sinks at the gigabytes worth of paperwork linked to her.

She sees an unusual shadow pass over her window, and she looks over and sees Deadpool sticking to the glass with rubber suctions, yanking one off just so he can wave to her.

So he does know her identity but, how?

He gestures for her to open the window. She shakes her head, why should she?

"Awe c'mon, you're gonna make me do all the work by myself? I thought we were buddies." Valerie jumps and sees Deadpool is now on the other side of the glass, inside the office.

"Oh my god, how did you do that?!"

He jumps down and starts taking off his rubber suctions, the ones on his feet now stuck to the floor, "Uhm...the power cosmic?"

"The what?"

Unable to get his suctions off of the floor, he pulls on one as far as he can, stretching it until it snaps off, knocking him to the ground, "Because, physics!" he successfully pulls the other one off with ease and jumps up, "So...whatcha doing?"

"I'm not on duty right now Deadpool. If you really want to work with me, wait until I'm actually in costume."

He slumps exaggeratedly, "Ugh, but I'm _soooooo_bored. Why do you have a job anyway _and_go to school? You're a superhero! Go out, do your superhero thing!"

"Not now Deadpool, I have a lot of work to do. Now get out before someone sees you."

He leans over and looks over her shoulder, "...pretty please? I've been spending all day thinking up material. I'd hate for it to go to waste-"

There's a knock at Valerie door, it must be Mr. Torger. Valerie points to the window, but Deadpool instead decides to hide in the corner, behind the potted plant, his entire body still visible behind the thin stalk of the plant. Her heart plummets as Mr. Torger enters the room,

"The meeting's in ten. It's in the conference room on the eleventh floor."

She nods, trying to not look at Deadpool as he stands completely still behind the plant, perfectly visible, "Thank you Mr. Torger. You may leave now."

He bows his head, and leaves, closing the door behind him.

"Phew! Thank God that's over. One more moment of awkward silence, and I would've exploded! ...or just chopped that guy's head off-"

"No! You will do no such thing, now please, LEAVE!" she shouts furiously.

He pauses for a second, almost as if he's genuinely surprised, "...fine. But I am gonna do this." he slaps her on the ear, and Valerie feels a slight shift of weight. She rubs her ear and realizes there's now an earpiece attached to her.

She looks up and sees that Deadpool's disappeared, but just when she breathes a sigh of relief, a familiar voice comes in from her right ear,

"Roger, roger, coming in clear, this is Deadpool speaking, Tarantula, do you read me?"

She tries to tear the earpiece off but it's firmly attached, "You've got to be kidding me."

"Hey, haven't you always wanted me to narrate your life?"

"No." she grumbles as she exits her office.

"Say, as a point of reference, who'd you have play you in a movie?" he asks, "Personally, I'd want Ryan Reynolds to play me, now there's a funny guy!"

"...who?"

She enters the elevator and presses the button to the eleventh floor.

"You know I've always wanted my own movie. I mean, c'mon, the Guardians of the Galaxy get their own movie before me? Not fair! Also, while you're up in that conference room, could you do a small favor for me?"

She looks out of the glass elevator and sees Deadpool hanging on a window washer's lift, wearing traditional work overalls over his red suit.

"And why should I help you? I know this has something to do with killing Mr. Osborn." she whispers into the earpiece.

"Because if you don't, I'll start killing people." he threatens, his voice suddenly having a tone of seriousness to it.

She tenses up, "...like who?"

Deadpool grabs something from behind his back, pulls it out and reveals the lifeless body of the window washer. He hangs his body over the edge of the lift, and drops him, letting him fall to the ground, "Like him, but I can do better. Who should we start with, your employees? Mom and Dad? ...oh, how about one of your boy toys over at Midtown High-"

"When I am done with this meeting, I am coming out there to-"

"What? Kick my ass? You've never been very good at threats Tarantula."

The elevator arrives at her desired floor, and she sees a reception desk, which is currently unattended.

"Okay, see the computer on that desk? Go there."

No way, "I'm going to get caught."

"Nah, you'll be fine! You're the main character, indisposable!" he assures her.

"You know sometimes I really do think you're crazy." she says as she begins walking toward the computer, shifting her eyes in all directions for signs of anyone.

He laughs, ending in a sigh, "Not gonna argue that."

She boots up the computer and sees it requires and username and password login, one she doesn't have, "I don't have access to these computers Deadpool."

"Username: blackcat194, password: probability." he immediately responds.

She starts typing this in, "Should I even ask how you have access to this?"

"Lets just say I have friends in high places."

The username and password work, giving Valerie a plain desktop screen, "Okay, from here, you're going to have to hack into Oscorp's database."

"What?! I can't do that."

"Pffff, it's easy, just bring up a command prompt." he instructs, "Then bypass the firewall without tripping a red alert while cracking the security passcode while doing a handstand and the macarena."

She follows his directions, minus the strange derailment of his train of thought, and gains access to Oscorp's entire database, "Wow...that was easier than I thought it'd be."

Valerie hears some shuffling before someone presses a cheap-sounding button and an automated male voice says, "That was easy."

"Oh ha ha, very funny. Now what am I looking for?"

"You'll want anything concerning that disease Normie has." he tells her.

"What, retroviral hypoplasia?"

"Yeah, yeah...that thing...retrovintage hydro, it's Goblin AIDS, okay?!"

Valerie rolls her eyes, how politically incorrect, but then she realizes something as the results of a simple search pop up onscreen. In one of the articles, it says someone named Richard Parker was working on a cure using genetically enhanced spider venom. Any relation to Peter?

"Okay, so the main expert on this subject would have to be...Dr. Curt Connors." the Lizard. They certainly can't quite reach in right now. But, isn't he Gwen's boss? Maybe she'd know something. And Valerie also needs to confront Mr. Osborn about Dr. Connors.

"Valerie, what are you doing here?" she looks up and sees it's: Harry. Opps.

******Author's Note: There's currently a poll on my profile page asking who you would like Valerie/Tarantula to date, cast your vote if you're interested.**

******fluttershypegasus1: oh dear indeed, but I have to ask, is that your signature response?**

******RealHuntress18: Thank you, and is your username a reference to Huntress from the Batman mythos?**

******MF 22: Personally, I agree, Peter/Spider-Man has reasons to not trust her, but I also have to acknowledge that a strong portion of my audience represented in the reviews like the idea of Valerie/Tarantula having that advantage over him. Maybe the majority of my audience doesn't believe that, but I can only really gauge opinions based on what the reviews say. Also, this story primarily follows the events of TASM films, so Norman Osborn never becomes Green Goblin, and is not his archenemy. **

******highlander348: I'm glad you're enjoying it. I know I'm going to keep this up for a little longer, just so Tarantula can establish herself outside of Spider-Man to set something up for further down the line.**

******xmoonlightxblossomx: Yes, I promised Deadpool to my readers a little while back, and I let just enough time pass for them to semi-forget about and then delivered. And Felicia will slowly get what's coming to her, maybe making her frustrated enough to start wearing a costume herself ;).**

******WinterRain36: Yeah, I clarified that in my response to MF 22, it can be confusing as to which canon I'm following when there's more non-movie elements being introduced. And I agree, I want Valerie to be the main focus of the story, but I also have to keep in mind that this ****__****is********a Spider-Man fanfiction, and not an original story (there's existing canon that I have to follow/pay homage too, even if it's not as strict as I use to do). It's all a means of finding balance.**

******Thanks! :)**


	24. Chapter 24

Chapter 24

"I had no idea you worked here." he exclaims, "That's so cool!"

Valerie realizes that Harry doesn't know who she is either. That's probably for the best, considering I probably look like an intern with my semi-formal business suit, "Yeah...I do." she tells him, quickly logging off of the computer and stepping out from behind the desk, "What're you doing here?"

"Oh, my father wants me to meet some Dr. Polina. Some hot-shot CEO that's supposedly the same age as us, I'm pretty sure it's my dad's way of trying to _inspire_me to take over the company by shoving someone more successful than me in my face." he explains as the elevator opens and Hayden exits, trading in his usual skinny jeans and t-shirt for a suit. Harry turns around to greet him, "Ah! You must be Dr. Polina, I'm Harry Osborn, pleasure to meet you." he firmly shakes his hand while Hayden's expression is that of confusion. He twists his head to Valerie, looking for an explanation, but she just smiles, trying not to laugh. Harry grabs Valerie's shoulder and whispers to her,

"Looks kind of old for a teenager, don't you think? I guess dad thinks all young people look the same." he pulls away from her, but Valerie sort of liked that fleeting moment of closeness between them, "Say Val, I don't know if it's in your job description, but could you please fetch some coffee for me and the doctor?"

Her smile becomes Cheshire Cat-like, a few giggles popping out here and there, "Of course Mr. Osborn, I'll be right back."

Harry starts walking into the conference room, "Thanks. This shouldn't take too long. How about we head out for a late afternoon snack afterwards? I can get you excused from work."

"Maybe." she smirks, glancing over at Hayden and breaking into uncontrollable chuckles with him when he isn't looking.

"How long do you think this'll go before he realizes?" Hayden asks.

"Tell him when you two get in, I wanna see his reaction when I get back."

Hayden stops in his tracks, "Wait...you're actually going to-"

"Hey, Mr. Osborn asked for coffee, he'll get coffee." she tells him, turning to the coffee machine by the elevator.

Hayden just entered the conference room when Valerie practically feels her earpiece jump a little, "Andrew, Andrew, is that Andrew?! Say something...Andrew?! ANDREW?!"

"Would you shut up?! Who's Andrew anyway?" she asks as she starts up the coffee machine and gets out two cups.

"Eh, nevermind, he won't be able to hear me anyway." Deadpool realizes, "So, you did send me all of their files on Goblin AIDS, right?"

"First off, why are you calling it Goblin AIDS, and secondly, why do you need it?" she questions, but when she doesn't get a response for once, she sighs, "Yes, I did. Happy?"

"Mucho. And I call it Goblin AIDS because I can't be asked to say...repovenial hydraplastic or whatever it's called. And obviously, I can't tell you why I need this information."

She picks up the cups of finished coffee and heads back towards the conference room, "Alright, well now that my job is done, can you at least get this hunk of junk off of my ear?"

"No can do, but I can turn it off for now. Sound good?"

"Thank you." she breathes a sigh of relief.

She arrives at the conference room to the dropped jaw of Harry. Hayden must've just told him,

"I have your coffee Mr. Osborn." she presents with a smile on her face.

"You...you're Dr. Polina? I...I'm so sorry, I had no idea." he apologizes profusely.

She hands him the cup, and gives the other cup to Hayden, who smiles at her as their fingers graze while he takes the cup, "Thank you Valerie."

This gesture instantly makes Valerie uncomfortable. Those same hands were probably all over Felicia just yesterday.

Harry takes the largest seat at the conference table at the end, "So...he works for you. How does that feel Mr. Gull, taking orders from a teenaged girl?"

Hayden shakes his head, "I don't see Valerie as a teenaged girl. She's just as much an adult as anyone else in our company. If not more so."

"Ah, I see. So, what exactly is your team working on?" he asks.

Valerie begins, "Well, by order of your father we're-"

"Not allowed to tell you." Hayden finishes.

She jerks her head to him, confused. She mouths, "We're not?" and he nods.

Harry folds his hands together and leans forward, "Now, as you can understand, I don't like things being kept from me. Originally, I was just going to fire you and your entire team if you didn't tell me. But, seeing as Valerie is a part of this...if you don't tell me, I'll just fire the rest of you and put Valerie on the Oscorp board of directors."

"You can't do that!" Hayden protests, slamming a hand on the table, "Mr. Osborn wouldn't allow it."

"Maybe my father wouldn't, but remember that I practically grew up with Oscorp's executives. They're like extended family, and they're much more likely to believe their boss' son than some metrosexual technician."

"Mr. Osborn," Valerie speaks, gesturing to him to show that she's referring to him, not his father, "you have every right to know what we're doing. But your father also has a reason for keeping this information from you, and it's because what we're creating is for you specifically."

Harry's expression immediately lightens, "...what?"

"Why else would he keep it from you?" she asks, "I guarantee he's not keeping this from you for the reasons you're thinking, and it's certainly not worth causing good people to lose their jobs."

Harry sits silently in his chair, leaning back slowly into the seat, "...well, you've convinced me."

Hayden smiles at her as they all stand to shake hands, "Well, it was wonderful meeting you Mr. Gull, I look forward to working with you and Valerie in the future."

"The pleasure's all mine Harry." he replies as they shake hands. Valerie notices how firmly Hayden's shaking Harry's hand. Despite his wide smile and friendly and open posture, he clearly doesn't like Harry, at all.

"Hey, watch it, that's Mr. Osborn to you." Harry warns jokingly, "I could be your boss one day."

Hayden chuckles, "Of course, _Mr. Osborn._"

They all exit the conference room where Felicia is outside waiting for them, "Hayden, there you are!" she smiles, scampering up to him and pulling him into a tight hug, "Did you just have a meeting?"

"Yeah." his expression is slightly bewildered, until he comes to realization, "I'd...I'd promised to take you shopping, didn't I?"

"Yes you did silly! C'mon, lets go!" she declares, grabbing him by the arm and hauling him to the elevator.

"Hey, I'm not bailing you out if she robs you blind!" Valerie teasingly cautions him, and as Hayden looks back, Valerie's expression becomes serious, just for a moment.

He gives her a thumbs-up, his facial language a mixture of emotions, from understanding, to regret. Felicia ignores their exchange as she grabs his arm just as the elevator closes, staring daggers at Valerie through her bright smile.

Harry breaks the small pause of silence that followed their departure, "Well, I guess that leaves us to take the next elevator."

******Author's Notes:**

******WinterRain36: I've been trying to put in Valerie/Tarantula teasing Peter/Spider-Man about her knowing his identity, but I can never seem to write it without it coming off either mean-spirited (she did promise to not call him Peter) or just inappropriate (she called him Peter in front of Deadpool in an early draft and I felt it didn't fit).**

******MF 22: Hmm...I've definitely been considering Peter splitting off from Valerie completely and considering her a threat, but I don't feel he'd mistrust her ****__****that********much (he's still pretty early into his career at this point, so I'd consider him a little more trusting having not really dealt with any super villains save the Lizard). **

******highlander348: Hey, don't bash the critics, as a tough critic myself, I welcome criticism as long as it's constructive and has evidence to support it. But on the other hand, yeah, most people are liking the one-sided identity situation right now. And if you shout it from the rooftops, considering everything in my neighborhood echos, I might just be able to hear you ;P.**

******kindleflame5: I like the idea, but it's kind of hard to mislead him when she's got less of a mask than he does (if you look at her costume both her lower face and hair are completely exposed).**

******And finally an announcement: I know I said last time that I wouldn't be updating as often because school was starting (and then proceeded to update as usual), since due to several events I still have a lot of free time (basically because I didn't get into the play). But I'll be taking a weekend vacation to attend the Ashland Oregon Shakespeare Festival where I won't have access to a computer, so, maybe I'll make a chapter in advance and post it via my phone, but time constraints and the fact that I'm simultaneously consistently writing another fan-fic and articles for the school newspaper that nobody reads it seems unlikely (also if any of you guys are interested in Batman, the fic I'm writing right now is The Doctor Is In which is definitely more mature than Tarantula but I also noticed there's some overlay in the audience of the two stories so pluggety plug plug :3).**

******Thanks! :)**


	25. Chapter 25

Chapter 25

Valerie and Harry sit in a small cafe just a couple blocks away from Oscorp.

"So...how's being a CEO of an Oscorp subsidiary like?" he asks, sipping his coffee.

She shrugs, "It's a living."

He chuckles, "But, I mean, you go to school at the same time. How do you find time for it all?"

"I make time." she smiles weakly.

He sets down his cup, "Something's bothering you. What's up?"

She shakes her head, "...it's nothing. Don't worry."

"Don't lie to me." his tone suddenly becomes very direct and authoritative, "I know when people lie to me."

She sighs, she's only known this guy a couple of weeks, and for most of it she'd thought he was someone entirely different than who he actually is. But there's something in their conversations, a mutually understood honesty.

"...I don't exactly approve of Hayden and Felicia." she confesses.

He shrugs, "That's obvious enough, but what's really bothering you?"

She stares out the window, putting her words together in her mind, "It's just...when I see them together, they're so happy-"

"And you want that?" he interrupts her.

"Doesn't everyone?" she asks, "Not the dating part, but just, happiness in general. That feeling that everything's going right."

He raises an eyebrow, leaning in, "No, I think you are jealous of their relationship, and I can't blame you. On the exterior, they seem perfect for each other." he puts his coffee down, "But what you don't understand is that they're not happy. Hayden is clearly not into Felicia to begin with, and Felicia, well, she's a whole nother can of worms."

She folds her arms on the table and buries her head in them, "I'm sorry I'm in such a bad mood right now. This really isn't how I'd like to start our friendship."

"Well hey, have you ever dated anyone before?" he asks.

She looks up at him, "...what do you think?"

"Hey, I had to ask." he defends.

She chuckles sarcastically, "Dating has never really been a possibility for me. Everyone around me has always been older or not interested, or both." she stirs her coffee, "What about you? You certainly seem to know what you're talking about when it comes to dating."

"I've dated...a couple of girls." he grins distractedly.

Her smile fades, "I bet they were all very beautiful."

He shrugs, "There are tons of beautiful girls out there, but in the end, beautiful's nice, but it's not really what I'm looking for."

"What do you mean?"

"My relationships...they never last. And despite what the tabloids say, it's usually the girl who ends up breaking up with me." his tone is light, almost like he's laughing at himself.

Valerie twists her lip, what could be so bad with Harry that would cause these girls to leave him? By Valerie's perception, any girl would dream to go out with him, including her friend Steph, who had a celebrity crush on him when he was in those cereal commercials.

He looks up at her directly, his smile growing and his blue eyes lighting up, "You look confused."

"I think I am a little confused right now." she admits.

He folds his hands together, "...as many girls may come up to me, say they love me, want to marry me even, they don't really love _me_. They love the idea of me, they, they have an idea of me in their head: a smooth bad-boy, or a sensitive artistic type. Maybe I'm into guys, it doesn't matter if I actually am, that's what they imagine. But in reality, I'm just a person, and they're disappointed by that fact everytime." his eyes have reddened slightly, and he shifts his body away and looks out the window.

Valerie, unable to conjure anything eloquent at that moment, reaches across the table and places her hand on Harry's, "Hey, I have no problem with you...just being you."

He smiles again, sniffling back his tears. He takes his other hand and places it over Valerie's, "Thank you Val."

He chuckles awkwardly, "This...this is probably the longest conversation I've ever had with anyone. I'm sorry if this has been too much for you in one day, it's just...I've never felt comfortable telling anyone those things before and I, I just needed-"

"Needed to get it out?" she asks, "Don't worry, I know the feeling."

They exit the cafe as it closes, heading out into the New York streets just as the streetlights are coming off. The last of the sun has set behind the highrises, and the sky is streaked with purples and oranges.

"Where are you headed?" Valerie asks, "Back to Oscorp?"

"Yeah, I live up in the penthouse with my dad." he points to the top of the towering Oscorp building.

"That's cool, you've been watching out for him?"

He nods, "Yeah, probably should be getting back to him." he looks her in the eye, his hands in his pockets. He leans in, bending at the hip to meet Valerie's height, his lips nearing hers…

A figure in red jumps down from behind Harry, pulling him away with two long katannas that surround either side of his neck, "Alright pretty boy, play time's over."

Deadpool?! What's he doing here?! Than Valerie realizes, he's after Norman Osborn, so of course the quickest way to him is through his family.

Deadpool sighs, "Oh...the reviewers are going to hate me for this. Sorry you didn't get your first kiss Valerie, although, at seventeen, you'd think you'd get around to it by now-"

"I have money, name your price and let me go." Harry promises nervously, his entire body shaking.

"Sorry gorgeous, you're not the one I'm after. I need your daddy, tip top secret stuff and all that jazz."

Valerie clutches her fists, and pulls her right leg back, ready to spring, "I don't think so." she flies into a high kick, grazing just above Harry and slamming Deadpool directly in the face, knocking him back and allowing Harry to escape.

"Oh, oh, that was a little over-the-top, don't you think?" he asks, massaging his face. As soon as he comes to a full stop, he rushes back at them, swinging both of his swords.

Valerie could summon a bio-energy blast to knock him off, or web shoot him into submission, but doing either of those things would give herself away, and she couldn't do that, not even for Harry.

Out of the corner of her eye, she sees Harry moving to protect her, but with much faster reflexes, she steps over him and gets in front just as Deadpool comes in slashing.

******Author's Note: I'm back! Had a lot of fun, saw some wonderful plays (Richard III, Comedy of Errors, etc.), and some friends and I went to this comic book store and just read comics for an hour (my friends bought a bunch, but I didn't have the cash).**

******WinterRain36: Lol, maybe, I'll have to consider it (I would like Valerie's Tarantula persona to be more spunky and sassy than her alter ego counterpart).**

******kindleflame5: Yeah, Peter/Spider-Man suspected her of wearing a wig a couple chapters ago (nobody caught the Super-girl reference, which is fine).**

******highlander348: Haha, sometimes I'm tempted to ignore/lash out at my critics, but they're there to help you with your blind spots (except maybe for trolls, we always hate on the trolls). Also, Deadpool is suppose to be a chatterbox (at least my Deadpool, I understand he can differ depending on the writer), he's the "Merc with the Mouth" for a reason.**

******Guest: Wait and see ;)**

******Thanks! :)**


	26. Chapter 26

Chapter 26

Deadpool's katana clashes with Valerie's left arm, the blade cutting into it. With her right leg, she kicks him back, at the same time pushing herself away as she wrenches in pain. She looks down and her gut lurches as she sees the large gash the sword's created, going from her wrist all the way to her elbow. Blood trickles down her arm and hand, and the pain seems neverending.

"Oh, did you get a boo-boo? Don't worry, knowing you, that'll heal in about an hour or so tops." Deadpool quips, twirling his swords around precariously.

Harry reaches into his pocket, and pulls out a small metal ball with green details. He throws it at Deadpool and it releases a cloud of grey smoke, "C'mon, lets get out of here!"

"Hey, where'd you guys go?" Deadpool shouts out as Valerie and Harry make their getaway, "Hey, not fair! Goblin ex-machina!"

They make their way around the bend, and the two of them keep running until they're certain they're in the clear.

"Who was that? An assassin?" Harry asks, gasping for air and holding his sides.

"I have no idea." she lies, "But your father needs to know his life's in danger."

He nods, "I should call hi-" he feels around his pants pockets, "Where's my phone?! And my keys?!"

Valerie thinks to offer her phone to Harry, but she feels around in her pocket and realizes her phone is gone as well, "Mine's gone too."

"I can't get back into my condo in Oscorp without my key or my cell." he realizes, sighing, "I'll have to find a hotel for the night."

Suddenly, some feedback comes out of Valerie's earpiece, she'd almost forgotten she was wearing that thing,

"Pssssst, hey, maybe you should invite lover boy here to stay over at your place." Deadpool's voice comes out giddily like a school girl.

Although Valerie was considering that anyway, she also considers for a second going against her better judgement just to spite Deadpool. But no, while she can't speak to him right now what with Harry right next to her, she's not going to let him affect her judgement,

"Well, my apartment is only a couple of blocks away from here, I wouldn't mind if you stayed the night."

Harry shuffles around uncomfortably, "Naw, I'm good, thanks."  
"ARUGH, no Hairy, that's not what you're suppose to say. You're suppose to be like, 'oh wow, thanks Valerie, you're so thoughtful, now let's make out'." Deadpool complains, "I steal your stuff and create a paper-thin plotline so you two can hook up, and what do you do? _Naw, I'm good._You know, sometimes I wonder why I even bother."

"But, I mean, are you gonna be alright by yourself? What if that guy comes back for you, you don't have any bodyguards, or even a cell…I'm not suggesting that you're incapable of taking care of yourself, it's just, you know, safety in numbers."

He nods, considering this, "Hmm...you know what, you're right." he admits reluctantly.

They make their way to Valerie's apartment, and on the way, they run into a familiar face on the elevator,

"Oh, hey Stan, haven't seen you around lately." she greets the elderly man as he enters the lift.

"Oh, well, I just got back from Comic-Con, pretty fun stuff." he looks over and see Harry, "Is that...Harry Osborn?"

"Hi." he smiles awkwardly.

"My grandchildren love you, but I have to ask: what is it exactly that you do?"

"Well...most people know me as the son of Norman Osborn." he reflects, "So, I guess it's like being a prince, most of my fame comes from the fact that I was born into the Osborn family."

"Oh...so you're not like, a famous scientist?" Stan asks disappointedly, "I knew it, you're too pretty to be a serious scientist."

Valerie can't help but smirk as Stan exits the elevator, "Hey, scientists can be pretty too."

He smiles, "They sure can."

They enter her apartment and Valerie realizes something, "Hey, what was that thing you threw at the assassin?"

He opens up his jacket pocket to reveal a velcro strap with several metal balls identical to the one he threw at Deadpool, "It was a gift from father after an incident with a...fan."

"And it's legal to carry those around?"

He shrugs, "I'm sure dad cleared it up with his lawyers."

She smirks, "Of course he did."

Valerie looks down at her blood soaked sleeve, thankfully she's wearing a red shirt today. She pulls up the sleeve and sees that she's no longer bleeding, and the gash is already starting to close up.

"Oh my god, were you hurt?" Harry realizes, "I had no idea."

"It's fine." she assures him. She was in front of him when it happened, she must have been blocking him from view. That's probably for the best, if he'd seen what had happened to her, he'd never believe that she'd healed this quickly.

Harry walks over to her hallway closet and opens the door, and comes out with a first-aid kit, "Here, there should be some bandages in here to wrap your wound."

He opens it up and, sure enough, there's a roll of cloth bandages by the scissors and gauze, "How'd you know that was there?" Valerie asks, she'd didn't even know that was in her own closet.

"Standard Oscorp procedure." he explains, taking out the bandage and unravelling it, "Here, let me see it."

Valerie tentatively pulls up her sleeve and Harry's head leans back slightly at the sight of her now almost completely healed cut, "Wha…"

"Harry, I don't think the bandage is necessary, it wasn't that bad of a cut, see?" she reassures him, grabbing the bandages from him and placing them back into the kit.

"But...all that blood..." he observes, pointing to the darkening stain on her sleeve.

"Don't worry, I'm fine." she repeats, growing increasingly nervous, "Uh...you wanna...do something?"

He raises an eyebrow, "Like what?"

"Well, seeing as you are my guest, I feel like I'm obligated to entertain you...somehow."

His bright blue eyes light up and he blinks a couple of times in disbelief, "Hang on...have you never been to a sleepover?"

"...is that a bad thing?"

"Not at all." he tells her, "It just means that I have a lot to teach you. It'll be fun, trust me."

Outside, she hears sirens followed by the reflection of red and blue police lights against the apartment walls. She looks out her window and feels a strong gust of wind as a barely visible figure in red and blue flies by, with the police cars close behind. Spider-Man's out once again, Valerie has to wonder how he gets all of his homework done on time when he's going out as Spider-Man every night. She instinctively thinks of grabbing her costume and joining him but, she can't leave Harry by himself, and besides, he's still hung up over the fact that she knows he's Peter Parker, and while he doesn't show it outright, their relationship is strained. Maybe it's best that she leave him alone for now.

She closes the windows and draws the blinds, blocking out some of the noise and chaos happening outside, she turns around and sees Harry smiling at her, his hands in his pockets, "Alright, teach me your ways. What do you do at a sleepover?"

******Author's Note:**

******Responses:**

******highlander348: Yeah, that fight was a little shorter than what I'd originally intended, I just felt that it could've dragged on forever, and I had other things to get to story-wise. Hopefully it was still satisfying.**

******RealHuntress18: I love Deadpool too. Sometimes I just wanna hug him :3.**

******Felixlover: That my friend, is a literary device known as a "cliffhanger", and I had to cut it off somewhere, the next appropriate cutoff point would've added another ten thousand words (aka this chapter).**

******kindleflame5: I agree, although I'm keeping the Tarantula/Spider-Man contact to a minimum in these next chapters (you'll see why soon enough). And yes, I did enjoy Guardians of the Galaxy, saw it on the last day the theatre was playing it, and I totally added "Hooked on a Feeling" to my playlist of songs I listen to when writing this story.**

******MF 22: That's exactly what I'm doing to an extent. I can't cut out Spider-Man completely, because that would be a disservice to the brand (aka, this is a Spider-Man fanfiction, therefore Spider-Man needs to be involved somehow). And who knows, Spider-Man might just find reason to trust Tarantula again.**

******WinterRain36: Sorry, no Deadpool beating (yet ;3).**

******Thanks! :)**


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